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Notes to Accounts of NIIT Ltd.

Mar 31, 2016

1. The Company had received Show Cause Notices under section 263 of the Income Tax Act, 1961, issued by the Commissioner of
Income Tax for the Assessment years 1999-00 to 2005-06, who later issued Orders directing the Assessing Officer for re-assessment
on certain items. Orders passed by the CIT u/s 263 for AY 1999-00 to AY 2005-06 have been challenged by the Company in the
Income Tax Appellate Tribunal. The Tribunal has since passed order for AY 1999-00. The Tribunal has decided the issue of
assumption of jurisdiction against the Company. On merits, Tribunal has allowed some of the issues and dismissed others which
were referred back to the assessing officer for fresh examination and at this stage there is no ascertained/ quantified demands.
The Company has filed appeal before the Hon''ble High Court against the aforesaid order of the Tribunal which is pending for
disposal. The Hon''ble High Court, however, has passed interim order that Assessing Officer will proceed with the matter, but he
will not pass final order. Based on legal opinion, the Company has good chances of obtaining adequate relief before the Hon''ble
High Court.

2. Guarantees

i. Guarantees issued by bankers outstanding at the end of the year Rs. 1.12 Million (Previous year Rs.4.50 Million).

ii. Corporate Guarantee of Rs. 562.49 Million (USD 8.5 Million) [Previous year Rs. 529.85 Million (USD 8.50 Million)] issued to
Skill Soft Corporation, USA & Skill Soft Ireland Limited to secure them against any indemnification obligations of NIIT Ventures
Inc. (erstwhile step down subsidiary of the Company) and NIIT (USA) Inc., with respect to sale of Element K Corporation
(erstwhile step down subsidiary of the Company) in prior year.

iii. Corporate Guarantee given to National Skill Development Corporation to secure loans of Rs. 142.64 Million (Previous year Rs.
142.64 Million) availed by NIIT Yuva Jyoti Limited, a subsidiary of the Company.

3. Other monies for which the company is contingently liable

i. Security given for working capital limits on behalf of Mindchampion Learning Systems Limited (Formerly known as
Hole-in-the-Wall Education Limited) Rs. 30 Million (Previous year Rs. 30 Million) [Amount Outstanding at year end Rs.Nil
(Previous year Rs. Nil)]

ii. Standby Letter of Credit Rs. 496.31 Million (USD 7.5 Million) [Previous year Rs. 467.52 Million (USD 7.5 Million)] issued for
working capital limits in favour of NIIT (USA) Inc., USA, a subsidiary of the Company by earmarking working capital facility of
NIIT Limited.

iii. The Company has outstanding letters of credit of Rs. 26.58 Million (Previous year Rs. Nil).

20 CAPITAL AND OTHER COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 508.72
Million (Previous year Rs. 12.83 Million).

(b) For commitments related to lease arrangements, refer Note 40.

(c ) The Company has issued a letter of support to provide need based financial support to its subsidiaries Mindchampion Learning
Systems Limited (Formerly known as Hole-in-the-Wall Education Limited), NIIT Yuva Jyoti Limited, NIIT Ireland Limited and NIIT
Antilles N V.

B) Defined Benefit Plans I. Provident Fund

The Company makes contribution to the "NIIT LIMITED EMPLOYEES'' PROVIDENT FUND TRUST" ("the Trust"), which is a defined benefit
plan. The Company contributed Rs. 19.78 Million (Previous year Rs. 20.42 Million) including Rs. 1.95 Million (Previous year Rs.
1.95 Million) in respect of Key Managerial personnel during the year to the Trust.

The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the
notified interest rate. The Company''s obligation in this regard is actuarially determined and provided for if the circumstances
indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

The guidance on implementing AS 15 Employee Benefits (revised 2005), issued by Accounting Standards Board (ASB) of The Institute
of Chartered Accountants of India, states that benefits involving employer established provident fund trust, which require
interest shortfall to be compensated by the employer is required to be considered as Defined Benefits Plans. The actuary has
provided a valuation and based on the below mentioned assumptions, determined that there is no short fall as at the year end.

The details of fund and plan assets of the Trust (inclusive of contribution received from subsidiaries) are as follows (limited
to the extent provided by the actuary):

*Contributions include recoveries from Associates and Subsidiaries.

**Actuary''s estimates of contributions for the next financial year is Rs. 37.03 Million (Previous year Rs. 29.50 Million).

Estimates of future salary increase considered in actuarial valuation, takes account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.

vi) Investment details of Plan Assets:-

The plan assets are maintained with Life Insurance Corporation of India Gratuity Scheme. The details of investment maintained by
Life Insurance Corporation of India are not available with the Company and have not been disclosed.

The expected return on plan assets is determined considering several applicable factors mainly the composition of plan assets
held, assessed risk of asset management, historical result of the return on plan assets.

4 EMPLOYEES STOCK OPTION SCHEME

During the year 2005-06, the Company had established NIIT Employee Stock Option Plan 2005 "ESOP 2005" and the same was approved
at the General Meeting of the Company held on May 18, 2005. The plan was set up so as to offer and grant, for the benefit of
employees (excluding promoters) of the Company, who are eligible under "Securities and Exchange Board of India (SEBI) (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999", options of the Company in one or more tranches, and on
such terms and conditions as may be fixed or determined by the Board, in accordance with the provisions of law or guidelines
issued by the relevant authorities in this regard.

As per the plan, each option is exercisable for one equity share of face value of Rs. 2/- each (Rs. 10/- each pre bonus and
split) fully paid up on payment to the Company, at a price to be determined in accordance with ESOP 2005. ESOP information is
given for the number of shares after sub-division and Bonus issue.

Exceptional items as above comprise, items of income/(expenditure), arising from ordinary activities of the Company of such size,
nature or incidence that their separate disclosure is considered appropriate to better explain the performance for the year.

(i) During the year, the Company has written back provision amounting to Rs. 8.95 Million for doubtful debts and advances
recoverable from its wholly owned subsidiary Mindchampion Learning Systems Limied (Formerly Known as Hole-in-the-Wall-Education
Limited) which was recognised as an exceptional item at the time of recognition.

(ii) During the year, the Company has created an additional provision for bonus of Rs. 4.49 Million related to the period April
1, 2014 to March 31, 2015 pursuant to retrospective amendment to "The Payment of Bonus Act, 1965" notified on January 1, 2016.

(iii) During the previous year, NIIT (USA) Inc., a wholly owned overseas subsidiary of the Company, has bought back 6.50 Million
equity shares from the Company for a consideration of USD 1.01 per share based on a valuation carried out by an independent
valuer. The difference in the fair value and the book value of shares aggregating to Rs. 111.86 Million was recognised as an
exceptional income in the financial statements. NIIT (USA) Inc. continues to be a wholly owned subsidiary post this transaction.
Further, in view of consistent improvement in financial performance of NIIT (USA) Inc. USA, strong order book and financial
projections, the Company has written back the provision for diminution, other than temporary, in value of investments amounting
to Rs. 398.42 Million in the previous year.

(iv) During the previous year, pursuant to the Scheme of Arrangement (Refer Note 30), the Company had transferred the School
Business Undertaking to its wholly owned subsidiary company, Mindchampion Learning Systems Limited (Formerly Known as
Hole-in-the-Wall Education Limited), for a consideration of Rs.1,080.64 Million against a net book value of Rs. 1,053.19 Million.
The difference between consideration and book value amounting to Rs. 27.45 Million was credited to Statement of Profit and Loss.
Further, the expenditure incurred in relation to the Scheme of Arrangement amounting to Rs. 40.45 Million was charged to the
Statement of Profit and Loss.

(v) The Company had made a provision of Rs. 44.57 Million in the previous year towards Value added tax basis ongoing proceedings
with the concerned authorities in respect of customer contracts executed in earlier years.

(vi) During the previous year, the Company had made a provision for diminution, other than temporary, in value of investment
amounting to Rs. 855.16 Million and Rs. 210 Million for the investment made in wholly owned subsidiaries, NIIT Antilles N V,
Netherlands Antilles and Mindchampion Learning Systems Limited (Formerly Known as Hole-in-the-Wall Education Limited)
respectively based on future business direction, cash generating capabilities and revised business plans.

vii) Owing to significant delays in collections, persistent follow up and management''s defocus from government and other
contracts, the Company made one time provision in respect of receivable balance from the customers of Rs. 185.31 Million during
the previous year. Further during the previous year the company closed education centres as a result of which the Company created
a provision for secuirty deposit of Rs. 6.86 Million for centres closed.

viii) During the previous year, the Company completed transition from physical mode of courseware delivery to Cloud and
Collaborative Delivery Model. On account of change in delivery technology, the Company made provision for inventory aggregating
to Rs. 3.21 Million lying with the Company and made provision for business support amounting to Rs. 39.77 Million as one time
credit to eligible business partners out of which an amount of Rs. 17.42 Million has been written back upon settlement of claims
of the eligible business partners.

ix) During the previous year, pursuant to slow down in IT training business the Company has made a provision for impairment of
intangibles which is included in Note 10.1 under Fixed assets.

5 Scheme of Arrangement

The Board of Directors in their meeting held on August 26, 2014 approved a Composite Scheme of Arrangement (''the Scheme'') between
the Company and its erstwhile subsidiaries Scantech Evaluation Services Limied (''SESL''), Evolv Services Limited (''ESL''), NIIT
Online Learning Limited (''NOLL'') (also, collectively referred to as ''the amalgamating companies'') and Hole-in-the-Wall Education
Limited (''HiWEL'' or ''the transferee company'') and their respective shareholders and creditors under sections 391 to 394 of the
Companies Act, 1956, for streamlining of the group structure, consolidation of business operations and reduction in costs. SESL
is engaged in the business of making investment into shares and securities of other companies/ body corporates, ESL is in the
business of providing training to corporate customers in areas of professional life and NOLL is in the business of online
learning through use of web-based technologies. The transferee company is involved in research and development activities
involving elementary education and life skills of children.

Pursuant to the Scheme, the amalgamating companies were transferred to and vested with the Company and the School Business
Undertaking of the Company, as defined in the Scheme (''the Undertaking''), was transferred to the transferee company for a lumpsum
consideration of Rs.1,080.64 Million retrospectively with effect from April 1, 2014 (''the appointed date''). The Scheme was
approved by the shareholders and the Hon''ble High Court of Judicature at Delhi (''the Hon''ble High Court'') on January 31, 2015 and
May 8, 2015 respectively. The Scheme came into effect upon filing of the order of the Hon''ble High Court with the Registrar of
Companies on May 23, 2015 (''the effective date''). From the effective date, the amalgamating companies stand dissolved without
being wound up and their business continues to be carried out by the Company.

A. In respect of amalgamation of amalgamating companies

Pursuant to the Scheme, the businesses of the amalgamating companies, together with all the properties, assets, rights,
liabilities and interest therein, stood transferred to and vested in the Company, as a going concern, with effect from April 1,
2014 and the business of the amalgamating companies was carried out for and on account of and in trust by the Company. The
authorised share capital of the Company was increased by an amount of Rs. 636 Million.

The amalgamation was accounted for using ''Purchase'' method as set out in Accounting Standard (AS)14 Accounting for Amalgamations
based on an opinion received from the Expert Advisory Commitee of the ICAI (the ''EAC'').

In accordance with the scheme all the assets and liabilities as on the appointed date, of the amalgamating companies became the
assets and liabilities of the Company and were recorded at fair values in the books of the Company based on a report of an
independent valuer and the difference between the fair value of assets and liabilities of the amalgamating companies was credited
to Capital Reserve Account after adjusting inter-company balances, as approved by the Board of Directors in their meeting held on
July17, 2015.

B. In respect of transfer of the Undertaking

Upon the Scheme becoming effective and from the appointed date, the Undertaking stood transferred to and vested in the transferee
company and the business of the Undertaking was carried out for and on account of and in trust for the transferee company upto
the effective date. Pursuant to the Scheme, the consideration over the excess of book values of the assets of the Undertaking
comprising fixed assets, trade receivable, cash and bank balances and other assets and the aggregate of the transferred
liabilities was credited to the Statement of Profit and Loss of the Company for the year ended March 31, 2015. The net gain of
Rs. 27.45 Million, arising on such transfer, was determined as below:

The consideration has since been discharged by Mindchampion Learning Systems Limited (Formerly known as Hole-in- the-Wall
Education Limited) through issuance of 18,064,065 equity shares of Rs. 10/- each fully paid up and 900,000 Optionally Convertible
Debentures (OCDs) of Rs. 1,000/- each fully paid at a coupon rate of 0.5% for a period of 5 years from the date of allotment.
The Company shall have the right to convert such OCDs into equity shares at the expiry of third year from the date of allotment,
as approved by the Board of Directors of Mindchampion Learning Systems Limited (Formerly known as Hole-in-the-Wall Education
Limited) in their meeting held on May 25, 2015.

*As the impact of dilution is anti-dilutive, the basic and diluted earning/(loss) per share remains the same.

6 RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18:

A. Related party relationship where control exists: Subsidiaries

1 NIIT Online Learing Limited (Amalgamated with NIIT Limited w.e.f April 1,2014)

2 Scantech Evaluation Services Limited (Amalgamated with NIIT Limited w.e.f April 1,2014)

3 Evolv Services Limited (Amalgamated with NIIT Limited w.e.f April 1,2014)

4 Mindchampion Learning Systems Limited (Formerly known as Hole-in-the-Wall Education Limited)

5 NIIT Yuva Jyoti Limited

6 NIIT Institute of Finance Banking and Insurance Training Limited

7 NIIT Institute of Process Excellence Limited

8 NIIT Limited, UK

9 NIIT Antilles N V, Netherlands Antilles

10 NIIT Malaysia Sdn. Bhd, Malaysia

11 NIIT GC Limited, Mauritius

12 NIIT China (Shanghai) Limited, Shanghai, China

13 NIIT Wuxi Service Outsourcing Training School, China

14 Chongqing NIIT Education Consulting Limited, China

15 Wuxi NIIT Information Technology Consulting Limited, China

16 Changzhou NIIT Information Technology Consulting Limited, China

17 Su Zhou NIIT Information Technology Consulting Limited, China

18 NIIT (USA) Inc., USA

19 NIIT Ventues Inc., USA (Amalgamated with NIIT (USA) Inc., USA w.e.f. December 1, 2014)

20 PT NIIT Indonesia, Indonesia (Under liquidation)

21 NIIT West Africa Limited, Nigeria

22 Qingdao NIIT Information Technology Company Limited , China

23 Chongqing An Dao Education Consulting Limited , China

24 Zhangjiagang NIIT Information Services Limited , China

25 Chengmai NIIT Information Technology Company Limited , China

26 NIIT Ireland Limited

27 Dafeng NIIT Information Technology Company Limited

28 Guizhou NIIT Information Technology consulting Company Limited

29 NIIT Learning Solutions (Canada) Limited

B. Other related parties with whom the Company has transacted: a) Associates (Parties in which Company has substantial interest)

1 NIIT Technologies Limited

2 NIIT GIS Limited

3 NIIT Smart Serve Limited

b) Key Managerial Personnel

1 Rajendra S Pawar (Chairman)

2 Vijay K Thadani (Vice-Chairman & Managing Director) and (Chief Executive Officer till May 27, 2015)

3 P Rajendran (Joint Managing Director)

4 Rahul Keshav Patwardhan (Chief Executive Officer w.e.f. May 28, 2015)

5 Rohit Kumar Gupta (Chief Financial Officer)

c) Relatives of Key Managerial Personnel

1 Renuka Thadani (Wife of Vijay K Thadani)

2 Veena Oberoi (Sister of Vijay K Thadani)

d) Parties in which the Key Managerial Personnel of the Company are interested

1 NIIT Institute of Information Technology

2 NIIT Foundation (formerly known as NIIT Education Society)

3 NIIT University

4 Pace Industries Private Limited

5 NIIT Network Services Limited

6 Naya Bazaar Novelties Private Limited

Note:- Refer Notes 19 and 20 for guarantees, collaterals and commitments.

Footnotes:- i) Previous year figures are given in parenthesis.

ii) Includes Purchase of Goods from:

Naya Bazaar Novelties Pvt. Limited Rs. 0.53 Million (Previous year Rs. 0.48 Million)

Mindchampion Learning Systems Limited (Formerly known as Hole-in-the-Wall Education Limited) Rs. 0.87

Million (Previous year Rs. 0.05 Million)

NIIT Yuva Jyoti Limited Rs. 0.16 Million (Previous year Rs. Nil)

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 4.35 Million (Previous year Rs. Nil)

iii) Includes Purchase of Fixed Assets (including services received for development of intangible assets) from:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 11.08 Million (Previous year Rs. Nil)

iv) Includes Sale of Fixed Assets to:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. Nil (Previous year Rs. 0.44 Million) NIIT Institute of
Information Technologies Rs. Nil (Previous year Rs. 0.05 Million)

v) Includes sale of Services to:

NIIT (USA) Inc. Rs. 897.94 Million (Previous year Rs. 810.14 Million)

NIIT Antilles N V, Netherlands Antilles Rs. 56.71 Million (Previous year Rs. 21.54 Million)

NIIT Limited, UK Rs. 246.89 Million (Previous year Rs. 208.92 Million)

NIIT Technologies Limited Rs. 1.94 Million (Previous year Rs. 2.01 Million)

NIIT Institute of Process Excellence Limited Rs. 0.19 Million (Previous year Rs. 4.18 Million)

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. Nil

(Previous year Rs. 0.09 Million)

NIIT GIS Limited Rs. Nil (Previous year Rs. 0.08 Million)

NIIT Malaysia, Sdn, Bhd Rs. 1.30 Million (Previous year Rs. 0.76 Million)

NIIT University Rs. 0.76 Million (Previous year Rs. 1.29 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 43.57 Million (Previous year Rs. 12.31 Million)

NIIT Smart Serve Limited Rs. Nil (Previous year Rs. 0.03 Million)

vi) Includes Purchase of services-Employee Cost from:

NIIT Institute of Process Excellence Limited Rs. Nil (Previous year Rs. 0.71 Million) NIIT University Rs. Nil (Previous year Rs.
0.36 Million)

vii) Includes Purchase of services- Professional and Technical Outsourcing Expense from:

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 0.06

Million (Previous year Rs. Nil)

NIIT University Rs. 0.30 Million (Previous year Rs. 4.77 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs. 7.26 Million)

NIIT Institute of Process Excellence Limited Rs. 8.73 Million (Previous year Rs. 11.19 Million)

NIIT USA Inc. Rs. Nil (Previous year Rs. 11.11 Million)

NIIT Limited, UK Rs. 6.16 Million (Previous year Rs. Nil)

viii) Includes Purchase of services- Others from:

NIIT Institute of Process Excellence Limited Rs. Nil (Previous year Rs. 0.81 Million)

NIIT Technologies Limited Rs. 21.48 Million (Previous year Rs. 19.92 Million)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 10.98 Million)

NIIT University Rs. 0.32 Million (Previous year Rs. 2.38 Million)

NIIT Network Services Limited Rs. 0.14 Million (Previous year Rs. 0.14 Million)

NIIT Limited, UK Rs. Nil (Previous year Rs. 1.64 Million)

ix) Includes Recovery from subsidiaries for Management Services:

NIIT Antilles N.V., Netherlands Antilles Rs. 1.85 Million (Previous year Rs. 11.60 Million)

NIIT China (Shanghai) Limited Rs. 20.57 Milllion (Previous year Rs. Nil)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 5.29 Million (Previous year Rs. 16.23 Million)

NIIT Institute of Process Excellence Limited Rs. 6.19 Million (Previous year Rs. 5.65 Million)

NIIT (USA) Inc. Rs. 40.31 Million (Previous year Rs. 8.93 Million)

NIIT Yuva Jyoti Limited Rs. 4.41 Million (Previous year Rs. 10.03 Million)

NIIT Limited, UK Rs. 26.26 Million (Previous year Rs. 3.42 Million)

NIIT Ireland Limited Rs. 0.02 Million (Previous year Rs. Nil)

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 28.22

Million (Previous year Rs. 75.63 Million)

NIIT Malaysia, Sdn, Bhd Rs. 0.80 Million (Previous year Rs. 0.03 Million)

x) Includes Recovery of Employee Benefit Expenses from:

NIIT University Rs. 0.04 Million (Previous year Rs.8.63 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 3.70 Million (Previous year Rs. 0.54 Million)

NIIT Yuva Jyoti Limited Rs. 2.64 Million (Previous year Rs. 0.13 Million)

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 0.42

Million (Previous year Rs. 0.01 Million)

NIIT Institute of Process Excellence Limited Rs. 0.02 Million (Previous year Rs. 0.03 Million) NIIT Technologies Limited Rs. 0.21
Million (Previous year Rs. 0.20 Million) NIIT Foundation Rs. 0.01 Million (Previous year Rs. 0.04 Million)

xi) Includes Recovery of Professional technical and outsourcing expenses from:

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 0.01

Million (Previous year Rs. 0.01 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs. 0.02 Million)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 0.02 Million)

NIIT Institute of Process Excellence Limited Rs. Nil (Previous year Rs. 0.01 Million)

xii) Includes Recovery of other Expenses from:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 9.16 Million (Previous year Rs. 31.70 Million) NIIT (USA)
Inc. Rs. 13.31 Million (Previous year Rs. 12.40 Million)

NIIT Yuva Jyoti Limited Rs. 2.74 Million (Previous year Rs. 5.37 Million)

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 17.83

Million (Previous year Rs. 23.74 Million)

NIIT Antilles N.V., Netherlands Antilles Rs. Nil (Previous year Rs. 0.39 Million)

NIIT Institute of Process Excellence Limited Rs. 2.93 Million (Previous year Rs. 1.84 Million)

NIIT Ireland Limited Rs. 0.01 Million (Previous year Rs. Nil)

NIIT University Rs. 1.55 Million (Previous year Rs. 2.10 Million)

NIIT Limited, UK Rs. 15.43 Million (Previous year Rs. 11.69 Million)

NIIT Technologies Limited Rs. 1.04 Million (Previous year Rs. 3.85 Million)

NIIT Foundation Rs. 1.25 Million (Previous year Rs. 2.30 Million)

NIIT GIS Limited Rs. 0.02 Million (Previous year Rs. 0.03 Million)

NIIT Smart Serve Limited Rs. Nil (Previous year Rs. 0.01 Million)

xiii) Includes Recovery of other expenses from under the head other income:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 1.67 Million (Previous year Rs. 7.30 Million)

NIIT Yuva Jyoti Limited Rs. 2.99 Million (Previous year Rs. 5.59 Million)

NIIT China (Shanghai) Limited Rs. 3.18 Milllion (Previous year Rs.Nil)

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 5.62

Million (Previous year Rs. 6.69 Million)

NIIT Institute of Process Excellence Limited Rs. 0.39 Million (Previous year Rs. 0.23 Million)

NIIT University Rs. 0.95 Million (Previous year Rs. 2.33 Million)

NIIT Technologies Limited Rs. 0.04 Million (Previous year Rs. 0.04 Million)

NIIT Foundation Rs. 0.16 Million (Previous year Rs. 0.28 Million)

xiv) Includes Recovery of Employee benefit Expenses by:

NIIT Yuva Jyoti Limited Rs. 0.07 Million (Previous year Rs. Nil)

xv) Includes Recovery of Professional technical and outsourcing expenses by:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 16.87 Million (Previous year Rs. Nil) NIIT Limited UK Rs.
61.77 Million (Previous year Rs. 83.17 Million) NIIT (USA) Inc. Rs. 15.39 Million (Previous year Rs. Nil) NIIT University Rs.
1.95 Million (Previous year Rs. Nil)

xvi) Includes Recovery of other Expenses by:

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 1.69

Million (Previous year Rs. Nil)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 1.06 Million (Previous year Rs. 6.78 Million)

NIIT (USA) Inc. Rs. 18.30 Million (Previous year Rs. 8.62 Million)

NIIT Yuva Jyoti Limited Rs. 16.94 Million (Previous year Rs. Nil)

Renuka Thadani Rs. 1.09 Million (Previous year Rs. 1.09 Million)

Veena Oberoi Rs. 0.73 Million (Previous year Rs.0.73 Million)

NIIT University Rs. 9.22 Million (Previous year Rs. 11.04 Million)

NIIT Foundation Rs. 0.12 Million (Previous year Rs. 0.28 Million)

NIIT Technologies Limited Rs. 0.04 Million (Previous year Rs. Nil)

Pace Industries Pvt. Ltd. Rs. 0.73 Million (Previous year Rs. 0.73 Million)

xvii) Includes Royalty paid to:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 36.53 Million (Previous year Rs.1.91 Million) NIIT Yuva
Jyoti Limited Rs. 17.24 Million (Previous year Rs. Nil)

xviii)Represents Investments made in:

NIIT Antilles N.V., Netherlands Antilles Rs. Nil (Previous year Rs. 404.56 Million) NIIT Ireland Limited Rs.10.78 Million
(Previous year Rs. Nil)

xix) Represents Investments received back from:

NIIT (USA) Inc.,USA Rs. Nil (Previous year Rs. 403.36 Million)

xx) Loans Given relates to:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. Nil (Previous year Rs. 45 Million) Mindchampion Learning
Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 278 Million (Previous year Rs. 54.70 Million)

xxi) Loans Given Received Back relates to:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 45 Million (Previous year Rs. Nil) Mindchampion Learning
Systems Limited (Formerly known as Hole-in-the-Wall Education Limited) Rs. 25 Million (Previous year Rs. Nil)

xxii) Inter Corporate Deposits Taken from:

NIIT Institute of Process Excellence Limited Rs. 85 Million (Previous year Rs. Nil)

xxiii) Interest Income from:

Mindchampion Learning Systems Limited (Formerly known as Hole-in-the-Wall Education Limited) Rs.

26.43 Million (Previous year Rs. 5.43 Million)

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 0.50 Million (Previous year Rs 0.02 Million)

xxiv)Interest Expenditure includes:

NIIT Institute of Process Excellence Limited Rs. 6.19 Million (Previous year Rs. Nil)

xxv) Remuneration to:

Rajendra S Pawar Rs.Nil (Previous year Rs. 4.38 Million) Vijay K Thadani Rs. 15.62 Million (Previous year Rs. 5.37 Million) P
Rajendran Rs. 16.93 Million (Previous year Rs. 20.53 Million) Rahul Keshav Patwardhan Rs. 32.28 Million (Previous year Rs. Nil )
Rohit Kumar Gupta Rs. 14.83 Million (Previous year Rs. 11.56 Million)

Footnotes:-

(i) Refer Notes 19 and 20 for guarantees, collaterals and commitments as at the year end.

7 The Company internally develops software tools, platforms and content/courseware. The management estimates that this would
result in enhanced productivity and offer more technology based learning products/ solutions to the customers in future. The
Company is confident of its ability to generate future economic benefits out of the abovementioned assets. The costs incurred
during the year towards the development are as follows:

xxvi) Other Income includes:

NIIT Antilles N V, Netherlands Antilles Rs. 18.34 Million (Previous year Rs. 25.99 Million)

xxvii) Dividend Income includes:

NIIT Technologies Limited Rs. 137.69 Million (Previous year Rs. 130.44 Million)

xxviii) Corporate Guarantee Charges (included in Other Non-Operating Income)

NIIT USA Inc. Rs. 2.90 Million (Previous year Rs. 2.65 Million)

NIIT Yuva Jyoti Limited Rs. 0.71 Million (Previous year Rs. 0.71 Million)

xxix) Payment of Guarantee & Collaterals

Mindchampion Learning Systems Limited (Formerly known as Hole-in-the-Wall Education Limited) Rs. Nil (Previous year Rs. 8.92
Million)

8 During the year, the Company initiated steps to consolidate physical and manpower capacity across its various course offerings
which was spread across its own and network centres of the Company and its subsidaries. As a result, the Company acquired the
tangible fixed assets, order book, inventories and student advances of the respective subsidiaries effective from July 1, 2015,
pursuant to the arrangements entered into with the respective subsidaries. Pursuant to these arrangements, w.e.f July 1, 2015,
the Company is providing training and courseware to students at its own centres and sourcing content from the respective
subsidiaries.These arrangements have been duly approved by Board of Directors of the Company.

9 Previous year figures have been regrouped/ reclassified to conform the current year classification. Figures for the previous
years are not comparable pursuant to the effect of the arrangments as stated in 42.


Mar 31, 2015

1 CORPORATE INFORMATION

NIIT is a talent development company which was set up in 1981. NIIT ('the Company') currently offers learning and knowledge solutions across the globe to individuals, enterprises and various institutions.

2. Rights, preferences and restrictions attached to shares:-

Equity Shares: The Company has issued one class of equity shares having a par value of Rs.2/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

3. Details of Security given against loans

i) 12% Non Convertible Debentures issued to Life Insurance Corporation of India are secured by way of first charge on pari-passu basis on the immovable and movable fixed assets of the Company.

ii) During the current year, the Company has availed FCY Loan for INR 1000 Million equivalent of USD 16.05 Million from Citi Bank N.A, India Branch, which was simultaneously fully hedged by converting it from the floating rate USD loan into fixed rate INR loan through USD INR Currency Swap at a Spot reference (USD INR) exchange rate of USD 1 = INR 62.30, through full maturity of the loan. The said loan is secured by way of whole of the company's tangible and intangible moveable fixed assets both present and future land and building of the Company at Sector 32, Gurgaon. The necessary formalities to create the security are under process as at the year end, as per the terms of agreement. The rate of interest on fully hedged Equivalent amount of INR 1000 Million is fixed at 10.25% p.a. for the full tenure of the loan. The outstanding balance of earlier Foreign Currency Term loan has been repaid in full during the year.

iii) The Company is in the process of creating charge on assets transferred to Hole-in-the-Wall Education limited in accordance with the scheme of Arrangement

4. Maximum amount due from Directors or Other officers during the year Rs. 0.63 Million (Previous year Rs. 0.88 Million). Amount outstanding at year end Rs. Nil (Previous year Rs. Nil).

5. Short-term Loans and advances include balances with government authorities Rs. 81.34 Million (Previous year Rs. 125.28 Million).

6. CONTINGENT LIABILITIES

As at

1. Claims against the Company not acknowledged as debts:- March 31,2015 March 31,2014

- Customers 6.10 6.10

- Sales Tax/ VAT 2.50 55.07

- Works Contract Tax 31.32 31.32

- Custom Duty 4.70 -

- Service Tax 20.98 20.98

- Income Tax 369.92 313.37

- Others* 12.74 12.74

*Pertains to alleged dues towards provident fund payable by vendors of the Company which the Company is also contesting.

(a) It is not practical for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. Management does not forsee any financial implication based on advice of legal counsel.

(b) The Company does not expect any reimbursements in respect of the above.

2. The Company had received Show Cause Notices under section 263 of the Income Tax Act, 1961, issued by the Commissioner of Income Tax for the Assessment years 1999-00 to 2005-06, who later issued Orders directing the Assessing Officer for re-assessment on certain items. Orders passed by the CIT u/s 263 for AY 1999-00 to AY 2005-06 have been challenged by the Company in the Income Tax Appellate Tribunal. The Tribunal has since passed order for AY 1999-00. The Tribunal has decided the issue of assumption of jurisdiction against the Company. On merits, Tribunal has allowed some of the issues and dismissed others which were referred back to the assessing officer for fresh examination and at this stage there are no ascertained/ quantified demands. The Company is filing appeal before the High Court against the aforesaid order of the Tribunal. Based on legal opinion, the Company is confident of obtaining adequate relief before the High Court.

3. Guarantees

i. Guarantees issued by bankers outstanding at the end of the year Rs. 4.50 Million (Previous year Rs. 51.34 Million).

ii. Corporate Guarantee of Rs. 529.85 Million (USD 8.5 Million) [Previous year Rs. 510.50 Million (USD 8.50 Million, net of settlement of USD 2.50 Million)] issued to Skill Soft Corporation, USA & Skill Soft Ireland Limited to secure them against any indemnification obligations of NIIT Ventures Inc. (a step down subsidiary of the Company) and NIIT (USA) Inc., with respect to sale of Element K Corporation (erstwhile step down subsidiary of the Company) in prior year.

iii. Corporate Guarantee given to National Skill Development Corporation to secure loans of Rs. 142.64 Million (Previous year Rs. 142.64 Million) availed by NIIT Yuva Jyoti Limited, a subsidiary of the Company.

4. Other monies for which the company is contingently liable

i. Security given for working capital limits on behalf of NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs.10 Million) [Amount Outstanding at year end Rs. Nil (Previous year Rs. Nil)] and Hole-in-the-Wall Education Limited Rs. 30 Million (Previous year Rs. 21 Million) [Amount Outstanding at year end Rs. Nil (Previous year Rs. 15.63 Million)] and Evolv Services Limited (Amalgamated with NIIT Limited w.e.f. April 1,2014) Rs. Nil (Previous Year Rs. 10 Million) [ Amount Outstanding at year end Rs. Nil (Previous year Rs. Nil)].

ii. Standby Letter of Credit Rs. 467.52 Million (USD 7.5 Million) [Previous year Rs. 450.45 Million (USD 7.5 Million)] issued for working capital limits in favour of NIIT (USA) Inc., USA, a subsidiary of the Company by earmarking working capital facility of NIIT Limited.

7. CAPITAL AND OTHER COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 12.83 Million (Previous year Rs. 14.29 Million).

(b) For commitments related to lease arrangements, refer Note 41.

(c) The company has issued a letter of support to provide need based financial support to its subsidiaries Hole-in-the-Wall Education Limited, NIIT Institute of Finance Banking and Insurance Training Limited, NIIT Yuva Jyoti Limited, NIIT Antilles NV, Netherlands Antilles and NIIT Limited-UK.

(d) Commitment to support NIIT Institute of Information Technology to meet the shortfall, if any, in repayment of loan taken by it from a bank.

(e) For commitment in respect of non-disposal of investment in subsidiary, refer note 11 [footnotes (i) and (ii)].

8. Defined Benefit Plans

I. Provident Fund

The Company makes contribution to the "NIIT LIMITED EMPLOYEES' PROVIDENT FUND TRUST" ("the Trust"), which is a defined benefit plan. The Company contributed Rs. 20.42 Million (Previous year Rs. 27.90 Million) including Rs. 1.51 Million (Previous year Rs. 0.31 Million) in respect of Key Managerial personnel during the year to the Trust.

The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate. The Company's obligation in this regard is actuarially determined and provided for if the circumstances indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

The guidance on implementing AS 15 Employee Benefits (revised 2005), issued by Accounting Standards Board (ASB) of The Institute of Chartered Accountants of India, states that benefits involving employer established provident fund trust, which require interest shortfall to be compensated by the employer is required to be considered as Defined Benefits Plans. The actuary has provided a valuation and based on the below mentioned assumptions, determined that there is no short fall as at year end.

The details of fund and plan assets of the Trust are as follows (limited to the extent provided by the actuary):

9. EMPLOYEES STOCK OPTION SCHEME

During the year 2005-06, the Company had established NIIT Employee Stock Option Plan 2005 "ESOP 2005" and the same was approved at the General Meeting of the Company held on May 18, 2005. The plan was set up so as to offer and grant, for the benefit of employees (excluding promoters) of the Company, who are eligible under "Securities and Exchange Board of India (SEBI) (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999", options of the Company in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board, in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.

As per the plan, each option is exercisable for one equity share of face value of Rs. 2/- each (Rs. 10/- each pre bonus and split) fully paid up on payment to the Company, at a price to be determined in accordance with ESOP 2005. ESOP information is given for the number of shares after sub-division and Bonus issue.

(i) During the year, NIIT (USA) Inc., USA a wholly owned overseas subsidiary of the Company, has bought back 6.50 Million (Previous year 7.00 Million) equity shares from the Company for a consideration of USD 1.01 per share based on a valuation carried out by an independent valuer. The difference in the fair value and the book value of shares aggregating to Rs. 111.86 Million (Previous year Rs. 124.22 Million) has been recognised as an exceptional income in the financial statements. NIIT (USA) Inc., USA continues to be a wholly owned subsidiary post this transaction. Further, in view of consistent improvement in financial performance of NIIT (USA) Inc. USA, strong order book and financial projections, the Company has written back the provision for diminution, other than temporary, in value of investments amounting to Rs. 398.42 Million.

(ii) Pursuant to the Scheme of Arrangement (Refer Note 31), the Company has transferred the School Business Undertaking to its wholly owned subsidiary company, Hole-in-the-Wall Education Limited, for a consideration of Rs. 1,080.64 Million against a net book value of Rs. 1,053.19 Million. The difference between consideration and book value amounting to Rs. 27.45 Million has been credited to Statement Profit and Loss. Further, expenditure incurred in relation to the Scheme of Arrangement amounting to Rs. 40.45 Million has been charged to the Statement of Profit and Loss.

(iii) The Company has made a provision of Rs. 44.57 Million towards Value added tax basis ongoing proceedings with the concerned authorities in respect of customer contracts executed in earlier years.

(iv) During the year, the company has made a provision for diminution, other than temporary, in value of investment amounting to Rs. 855.16 Million and Rs. 210.00 Million for the investment made in wholly owned subsidiaries, NIIT Antilles NV, Netherlands Antilles and Hole-in-the-Wall Education Limited respectively, based on future business direction, cash generating capabilities and revised business plans.

(v) Owing to significant delays in collections, persistent follow up and management's defocus from government and other contracts, the Company has made one time provision in respect of receivable balance from the customers of Rs. 185.31 Million (Previous year Rs. Nil).

(vi) During the year, the Company has completed transition from physical mode of courseware delivery to Cloud and Collaborative Delivery Model. On account of change in delivery technology, the Company has made provision for inventory aggregating to Rs. 3.21 Million (Previous year Rs. 24.20 Million) lying with the Company and made provision for business support amounting to Rs. 39.77 Million (Previous year Rs. 80.84 Million) as one time credit to eligible business partners.

(vii) Pursuant to slow down in IT training business the Company has made a provision for impairment of intangibles which is included in Note 10 under Fixed assets.

10. Scheme of Arrangement

The Board of Directors have at its meeting held on August 26, 2014 approved a Composite Scheme of Arrangement ('the Scheme') between the Company and its erstwhile subsidiaries Scantech Evaluation Services Limied ('SESL'), Evolv Services Limited ('ESL'), NIIT Online Learning Limited ('NOLL') (also, collectively referred to as 'the amalgamating companies') and Hole-in-the-Wall Education Limited ('HiWEL' or 'the transferee company') and their respective shareholders and creditors under sections 391 to 394 of the Companies Act, 1956, for streamlining of the group structure, consolidation of business operations and reduction in costs. SESL is engaged in the business of making investment into shares and securities of other companies/ body corporates, ESL is in the business of providing training to corporate customers in areas of professional life and NOLL is in the business of online learning through use of web-based technologies. The transferee company is involved in research and development activities involving elementary education and life skills of children. Pursuant to the Scheme, the amalgamating companies stand transferred to and vest with the Company and the School Business Undertaking of the Company, as defined in the Scheme ('the Undertaking'), stands transferred to the transferee company for a lumpsum consideration of Rs. 1,080.64 Million retrospectively with effect from April 1, 2014 ('the appointed date'). The Scheme has been approved by the shareholders and the Hon'ble High Court of Judicature at Delhi ('the Hon'ble High Court') on January 31,2015 and May 8, 2015 respectively. The Scheme came into effect upon filing of the order of the Hon'ble High Court with the Registrar of Companies on May 23, 2015 ('the effective date').From the effective date, the amalgamating companies stand dissolved without being wound up and their business continues to be carried out by the Company.

11. In respect of amalgamation of amalgamating companies

Pursuant to the Scheme, the businesses of the amalgamating companies, together with all the properties, assets, rights, liabilities and interest therein, stand transferred to and vest in the Company, as a going concern, with effect from April 1,2014 and the business of the amalgamating companies is carried out for and on account of and in trust by the Company. The authorised share capital of the Company stands increased by an amount of Rs. 636 Million.

The amalgamation is accounted for using 'Purchase' method as set out in Accounting Standard (AS) 1 4 Accounting for Amalgamations.

In accordance with the Scheme all the assets and liabilities as on the appointed date, of the amalgamating companies become the assets and liabilities of the Company and were recorded at fair values in the books of the Company based on a report of an independent valuer and the difference between the fair value of assets and liabilities of the amalgamating companies were credited to Capital Reserve Account after adjusting inter- company balances as approved by the Board of Directors in their meeting held on July 17, 2015*.

12. RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18:

A. Related party relationship where control exists:

Subsidiaries

1 NIIT Online Learning Limited (Amalgamated with NIIT Limited w.e.f. April 1,2014)

2 Hole-in-the-Wall Education Limited

3 Scantech Evaluation Services Limited (Amalgamated with NIIT Limited w.e.f. April 1,2014)

4 NIIT Yuva Jyoti Limited

5 NIIT Institute of Finance Banking and Insurance Training Limited

6 NIIT Institute of Process Excellence Limited

7 Evolv Services Limited (Amalgamated with NIIT Limited w.e.f. April 1,2014)

8 NIIT Limited, UK

9 NIIT Antilles NV, Netherlands Antilles

10 NIIT Malaysia Sdn. Bhd, Malaysia

11 NIIT GC Limited, Mauritius

12 NIIT China (Shanghai) Limited, Shanghai, China

13 NIIT Wuxi Service Outsourcing Training School, China

14 Chongqing NIIT Education Consulting Limited, China

15 Wuxi NIIT Information Technology Consulting Limited, China

16 Changzhou NIIT Information Technology Consulting Limited, China

17 Su Zhou NIIT Information Technology Consulting Limited, China

18 NIIT (USA) Inc., USA

19 NIIT Ventures Inc., USA (Amalgamated with NIIT (USA) Inc., USA w.e.f. December 1,2014)

20 PT NIIT Indonesia, Indonesia (Under liquidation)

21 NIIT West Africa Limited, Nigeria

22 Qingdao NIIT Information Technology Company Limited, China

23 Chongqing An Dao Education Consulting Limited, China

24 Zhangjiagang NIIT Information Services Limited, China

25 Chengmai NIIT Information Technology Company Limited, China

B. Other related parties with whom the Company has transacted:

a) Associates (Parties in which Company has substantial interest)

1 NIIT Technologies Limited

2 NIIT GIS Limited

3 NIIT Smart Serve Limited

b) Key Managerial Personnel

1 Rajendra S Pawar (Chairman)

2 Vijay K Thadani (Vice-Chairman & Managing Director)

3 P Rajendran (Joint Managing Director)

c) Relatives of Key Managerial Personnel

1 Renuka Thadani (Wife of Vijay K Thadani)

2 Veena Oberoi (Sister of Vijay K Thadani)

d) Parties in which the Key Managerial Personnel of the Company are interested

1 NIIT Institute of Information Technology

2 NIIT Foundation (formerly known as NIIT Education Society)

3 NIIT University

4 Pace Industries Private Limited

5 NIIT Network Services Limited

6 Naya Bazaar Novelties Private Limited

Footnotes:-

i) Previous year figures are given in parenthesis.

ii) Includes Purchase of Goods from:

Naya Bazaar Novelties Pvt. Limited Rs. 0.48 Million (Previous year Rs. 0.59 Million)

Hole-in-the-Wall Education Limited Rs. 0.05 Million (Previous year Rs. 0.03 Million)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 2.80 Million)

NIIT Foundation Rs. Nil (Previous year Rs. 0.76 Million)

iii) Includes Sale of Goods to:

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 0.43 Million)

iv) Includes Purchase of Fixed Assets (including services received for development of intangible assets) from:

NIIT (USA) Inc. Rs. Nil (Previous year Rs. 11.51 Million)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 0.48 Million)

v) Includes Sale of Fixed Assets to:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 0.44 Million (Previous year Rs. Nil) NIIT Institute of Information Technologies Rs. 0.05 Million (Previous year Rs. Nil)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 0.93 Million)

vi) Includes sale of Services to:

NIIT (USA) Inc. Rs. 810.14 Million (Previous year Rs. 792.96 Million)

NIIT Antilles NV, Netherlands Antilles Rs. 21.54 Million (Previous year Rs. 18.73 Million)

NIIT Limited, UK Rs. 208.92 Million (Previous year Rs. 108.66 Million)

NIIT Technologies Limited Rs. 2.01 Million (Previous year Rs. Nil)

NIIT Institute of Process Excellence Limited Rs. 4.18 Million (Previous year Rs. 5.81 Million)

Hole-In-The-Wall Education Limited Rs. 0.09 Million (Previous year Rs. Nil)

NIIT GIS Limited Rs. 0.08 Million (Previous year Rs. Nil)

NIIT Malaysia, Sdn, Bhd Rs. 0.76 Million (Previous year Rs. Nil)

NIIT University Rs. 1.29 Million (Previous year Rs. 2.27 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 12.31 Million (Previous year Rs. 10.73 Million) NIIT Smart Serve Limited Rs. 0.03 Million (Previous year Rs. Nil)

vii) Includes Purchase of services-Employee Cost from:

NIIT Institute of Process Excellence Limited Rs. 0.71 Million (Previous year Rs. Nil)

NIIT University Rs. 0.36 Million (Previous year Rs. Nil)

Evolv Services Limited Rs. Nil (Previous year Rs. 1.75 Million)

viii) Includes Purchase of services- Professional and Technical Outsourcing Expense from:

NIIT University Rs. 4.77 Million (Previous year Rs. 11.53 Million)

Evolv Services Limited Rs. Nil (Previous year Rs. 22.40 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 7.26 Million (Previous year Rs. 0.90 Million) NIIT Institute of Process Excellence Limited Rs. 11.19 Million (Previous year Rs. 12.57 Million)

NIIT USA Inc. Rs. 11.11 Million (Previous year Rs. 3.73 Million)

ix) Includes Purchase of services- Others from:

NIIT Institute of Process Excellence Limited Rs. 0.81 Million (Previous year Rs. Nil)

NIIT Yuva Jyoti Limited Rs. 10.98 Million (Previous year Rs. Nil)

NIIT Technologies Limited Rs. 19.92 Million (Previous year Rs. 19.77 Million)

NIIT University Rs. 2.38 Million (Previous year Rs. 0.20 Million)

NIIT Network Services Limited Rs. 0.14 Million (Previous year Rs. Nil)

NIIT Limited, UK Rs. 1.64 Million (Previous year Rs. Nil)

x) Includes Recovery from subsidiaries for Management Services:

NIIT Antilles N.V Rs. 11.60 Million (Previous year Rs. 12.73 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 16.23 Million (Previous year Rs. 16.82 Million) NIIT Institute of Process Excellence Limited Rs. 5.65 Million (Previous year Rs. 4.29 Million)

NIIT (USA) Inc. Rs. 8.93 Million (Previous year Rs. 5.27 Million)

NIIT Yuva Jyoti Limited Rs. 10.03 Million (Previous year Rs. 6.64 Million)

NIIT Limited, UK Rs. 3.42 Million (Previous year Rs. 1.69 Million)

Hole-In-The-Wall Education Limited Rs. 75.63 Million (Previous year Rs. 0.34 Million)

NIIT Malaysia, Sdn, Bhd Rs. 0.03 Million ( Previous year Rs. Nil)

xi) Includes Recovery of Employee Benefit Expenses from:

NIIT University Rs. 8.63 Million (Previous year Rs. 15.32 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.54 Million (Previous year Rs. 0.20 Million) NIIT Yuva Jyoti Limited Rs. 0.13 Million ( Previous year Rs. 0.72 Million)

Hole-In-The-Wall Education Limited Rs. 0.01 Million (Previous year Rs. 0.02 Million)

NIIT Institute of Process Excellence Limited Rs. 0.03 Million (Previous year Rs. 0.03 Million)

NIIT Technologies Limited Rs. 0.20 Million (Previous year Rs. 0.29 Million)

NIIT Foundation Rs. 0.04 Million (Previous year Rs. Nil)

xii) Includes Recovery of Professional technical and outsourcing expenses from:

Hole-In-The-Wall Education Limited Rs. 0.01 Million (Previous year Rs. Nil)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.02 (Previous year Rs. 0.03 Million)

NIIT Yuva Jyoti Limited Rs. 0.02 Million (Previous year Rs. Nil)

NIIT Institute of Process Excellence Limited Rs. 0.01 Million (Previous year Rs. Nil)

xiii) Includes Recovery of other Expenses from:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 39.00 Million (Previous year Rs. 30.23 Million) NIIT (USA) Inc. Rs. 12.40 Million (Previous year Rs. 10.64 Million)

NIIT Yuva Jyoti Limited Rs. 10.96 Million (Previous year Rs. 8.47 Million)

Hole-In-The-Wall Education Limited Rs. 30.43 Million (Previous year Rs. 1.59 Million)

NIIT Antilles N.V Rs. 0.39 Million (Previous year Rs. 0.06 Million)

NIIT Institute of Process Excellence Limited Rs. 2.07 Million (Previous year Rs. 1.97 Million)

NIIT University Rs. 4.43 Million (Previous year Rs. 2.39 Million)

NIIT Limited, UK Rs. 11.69 Million (Previous year Rs. 0.16 Million)

NIIT Technologies Limited Rs. 3.89 Million (Previous year Rs. 5.00 Million)

NIIT Foundation Rs. 2.58 Million (Previous year Rs. 1.06 Million)

NIIT GIS Limited Rs. 0.03 Million (Previous year Rs. 0.40 Million)

NIIT Smart Serve Limited Rs. 0.01 Million (Previous year Rs. Nil)

xiv) Includes Recovery of Employee benefit Expenses by:

NIIT University Rs. Nil (Previous year Rs. 0.42 Million)

xv) Includes Recovery of Professional technical and outsourcing expenses by:

NIIT Limited UK Rs. 83.17 Million (Previous year Rs. 51.90 Million)

xvi) Includes Recovery of other Expenses by:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 6.78 Million (Previous year Rs. 8.81 Million) NIIT (USA) Inc. Rs. 8.62 Million (Previous year Rs. 12.67 Million)

Renuka Thadani Rs. 1.09 Million (Previous year Rs. 0.99 Million)

Veena Oberoi Rs. 0.73 Million (Previous year Rs.0.66 Million)

NIIT Limited, UK Rs. Nil (Previous year Rs. 5.02 Million)

NIIT University Rs. 11.04 Million (Previous year Rs. Nil)

NIIT Foundation Rs. 0.28 Million (Previous year Rs. Nil)

Pace Industries Pvt. Ltd. Rs. 0.73 Million (Previous year Rs. 0.66 Million)

xvii) Includes Royalty paid to:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 1.91 Million (Previous year Rs. 4.17 Million) Evolv Services Limited Rs. Nil (Previous year Rs. 0.37 Million)

xviii) Represents Investments made in:

NIIT Antilles N.V Rs. 404.56 Million (Previous year Rs. Nil)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 101.70 Million)

xix) Represents Investments received back from:

NIIT (USA) Inc.,USA Rs. 403.36 Million (Previous year Rs. 439.80 Million)

xx) Loans Given relates to:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 45.00 Million (Previous year Rs. Nil) Hole-In-The-Wall Education Limited Rs. 54.70 Million (Previous year Rs. Nil) [Footnote (ii) ]

NIIT Foundation Rs. Nil (Previous year Rs. 1.00 Million)

xxi) Loans Given Received Back relates to:

NIIT Foundation Rs. Nil (Previous year Rs. 1.00 Million)

xxii) Inter Corporate Deposits Taken from:

Scantech Evaluation Services Limited Rs. Nil (Previous year Rs. 199.00 Million)

xxiii) Repayment of inter Corporate Deposits taken:

Scantech Evaluation Services Limited Rs. Nil (Previous year Rs. 175.50 Million)

xxiv) interest income from:

Hole-in-the-Wall Education Limited Rs. 5.43 Million (Previous year Rs. 3.49 Million)

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 0.02 Million (Previous year Rs. Nil) NIIT Foundation Rs. Nil (Previous year Rs. 0.08 Million)

xxv) interest Expenditure includes:

Scantech Evaluation Services Limited Rs. Nil (Previous year Rs. 16.30 Million)

xxvi) Remuneration to:

Rajendra S Pawar Rs. 4.38 Million (Previous year Rs. 2.64 Million)

Vijay K Thadani Rs. 5.37 Million (Previous year Rs. 2.69 Million)

P Rajendran Rs. 20.53 Million (Previous year Rs. 2.73 Million)

xxvii) Other income includes:

NIIT Antilles NV, Netherlands Antilles Rs. 25.99 Million (Previous year Rs. 43.58 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs. 1.07 Million)

xxviii) Dividend income includes:

NIIT Technologies Limited Rs. 130.44 Million (Previous year Rs. Nil)

Scantech Evaluation Services Limited Rs. Nil (Previous year Rs. 103.06 Million)

NIIT (USA) Inc., USA Rs. Nil (Previous year Rs. 327.91 Million)

xxix) Provision for Doubtful Debts and Advances

Hole-in-the-Wall Education Limited Rs. Nil (Previous year Rs. 3.14 Million)

xxx) Recovery of Corporate Guarantee Charges

NIIT USA Inc. Rs. 2.65 Million (Previous year Rs. Nil)

NIIT Yuva Jyoti Limited Rs. 0.71 Million (Previous year Rs. Nil)

xxxi) Payment of Guarantee & Collaterals

Hole-in-the-Wall Education Limited Rs. 8.92 Million (Previous year Rs. Nil)

13. Previous year figures have been regrouped/ reclassified to conform the current year classification. Figures for the previous years are not comparable pursuant to the effect of the Scheme as stated in Note 31.


Mar 31, 2014

1. Details of Security Given against Loans.

i) 12% Non Convertible Debentures issued to Life Insurance Corporation of India are secured by way of first charge on pari-passu basis on the immovable and movable fixed assets of the Company. During the year'' the Company has redeemed 11.25% non-convertible debentures at par. The charge in respect of such debentures is pending to be vacated as at year end.

ii) Foreign Currency Term loan is secured by way of first charge on pari-passu basis on Company''s tangible and intangible moveable fixed assets both present and future. The rate of interest on the loan is LIBOR with the margin of 2.2%.

2. TAXATION

(a) Upon finalisation of Income Tax Return of financial year ended March 31'' 2013 an amount of Rs. 0.60 Million (Previous year Rs. 13.18 Million) has been charged to the Statement of Profit and Loss.

3. CONTINGENT LIABILITIES (Rs. Million)

1. Claims against the Company not acknowledged as debts:- As at

March 31'' 2014 March 31'' 2013

- Customers 6.10 5.80

- Sales Tax/ VAT 55.07 44.57

- Works Contract Tax 31.32 31.32

- Service Tax 20.98 20.98

- Income Tax 313.37 293.39

- Others* 12.74 -

*Pertains to alleged dues towards provident fund payable by vendors of the Company which the company is also contesting.

(a) It is not practical for the Company to estimate the timings of cash outflows'' if any'' in respect of the above pending resolution of the respective proceedings. Management does not forsee any financial implication based on advise of legal counsel.

(b) The Company does not expect any reimbursements in respect of the above.

2. The Company had received Show Cause Notices under section 263 of the Income Tax Act'' 1961'' issued by the Commissioner of Income Tax for the Assessment years 1999-00 to 2005-06 ''who later issued Orders directing the Assessing Officer for re-assessment on certain items. The quantum of Income Tax demand'' if any'' has neither been quantified nor ascertained and thus'' indeterminable at this stage. These orders have been challenged by the Company in the Income Tax Appellate Tribunal. Based on legal opinion obtained by the Company'' the Company is confident that the matter as above shall be decided in its favour.

3. Guarantees

i. Guarantees issued by bankers outstanding at the end of the year Rs. 51.34 Million (Previous year Rs. 74.38 Million).

ii. Corporate Guarantee of Rs. 510.50 Million (USD 8.50 Million'' net of settlement of USD 2.5 Million) [Previous year Rs. 597.13 Million (USD 11 Million)] issued to Skill Soft Corporation'' USA & Skill Soft Ireland Limited to secure them against any indemnification obligations of NIIT Ventures Inc. (a step down subsidiary of the Company) and NIIT (USA) Inc.'' with respect to sale of Element K Corporation (erstwhile step down subsidiary of the Company).

iii. Corporate Guarantee given to National Skill Development Corporation to secure the loan of Rs. 142.64 Million (Previous year Rs. 79.64 Million) availed by NIIT Yuva Jyoti Limited '' subsidiary of the Company.

4. Other money for which the company is contingently liable

i. Security given for working capital limits on behalf of Evolve Services Limited Rs. 10 Million (Previous year Rs. 10 Million) [Amount outstanding at year end Rs. Nil (Previous year Rs. 2.47 Million)]'' NIIT Institute of Finance Banking and Insurance Training Limited Rs. 10 Million (Previous year Rs.10 Million) [Amount outstanding at year end Rs. Nil (Previous year Rs. Nil)] and Hole-in-the-Wall Education Limited Rs. 21 Million (Previous year Rs. 21 Million) [Amount Outstanding at year end Rs. 15.63 Million (Previous year Rs. 17.66 Million)].

ii. Standby Letter of Credit Rs. 450.45 Million (USD 7.5 Million) [Previous year Rs. Nil] issued for working capital limits issued to NIIT (USA) Inc.'' USA a subsidiary of the company by earmarking working capital facility of NIIT Limited.

4. CAPITAL AND OTHER COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 14.29 Million (Previous year Rs. 18.66 Million).

(b) For commitments related to lease arrangements'' refer Note 40.

(c) There are certain contracts with State Governments under which the Company is required to transfer ownership of the fixed assets and equipments under leasing arrangement at the written down value (which will be nil)'' at the end of the contract term.

(d) The company has issued a letter of support to provide need based financial support to its subsidiaries Hole-in-the-Wall Education Limited and NIIT Yuva Jyoti Limited.

(e) Commitment to support NIIT Institute of Information Technology to meet the shortfall'' if any'' in repayment of loan taken by it from a bank.

(f) For commitment in respect of non-disposal of investment in subsidiary'' refer note 11 [footnotes (i) and (ii)].

23.1 Includes interest income for the previous year amounting to Rs. 25.52 Million (Previous year Rs. 21.56 Million).

5. EMPLOYEE BENEFITS

A) Defined Contribution Plans

The Company makes contribution towards Superannuation Fund and Pension Scheme to the defined contribution plans for eligible employees.

The Company has charged the following costs in the Statement of Profit and Loss under "Employee Benefits Expense" in Note 24:-

B) Defined Benefit Plans

I. Provident Fund

The Company makes contribution to the "NIIT LIMITED EMPLOYEES'' PROVIDENT FUND TRUST" ("the Trust")'' which is a defined benefit plan. The Company contributed Rs. 27.90 Million (Previous year Rs. 30.33 Million) including Rs. 0.31 Million (Previous year Rs. 1.00 Million) in respect of Key Managerial personnel during the year to the Trust.

The Company has an obligation to make good the shortfall'' if any'' between the return from the investments of the Trust and the notified interest rate. The Company''s obligation in this regard is actuarially determined and provided for if the circumstances indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

The guidance on implementing AS 15 Employee Benefits (revised 2005)'' issued by Accounting Standards Board (ASB) of The Institute of Chartered Accountants of India'' states that benefits involving employer established provident fund trust'' which require interest shortfall to be compensated by the employer is required to be considered as Defined Benefits Plans. The actuary has provided a valuation and based on the below mentioned assumptions'' determined that there is no short fall as at March 31'' 2014.

The details of fund and plan assets of the Trust are as follow (limited to the extent provided by the actuary):

Estimates of future salary increase considered in actuarial valuation'' take account of inflation'' seniority'' promotion and other relevant factors'' such as supply and demand in the employment market.

vi) Investment details of Plan Assets:-

The plan assets are maintained with Life Insurance Corporation of India Gratuity Scheme. The details of investment maintained by Life Insurance Corporation of India are not available with the Company and have not been disclosed.

The expected return on plan assets is determined considering several applicable factors mainly the composition of plan assets held'' assessed risk of asset management'' historical result of the return on plan assets.

6. EMPLOYEES STOCK OPTION SCHEME

During the year 2005-06'' the Company had established NIIT Employee Stock Option Plan 2005 "ESOP 2005" and the same was approved at the General Meeting of the Company held on May 18'' 2005. The plan was set up so as to offer and grant'' for the benefit of employees (excluding promoters) of the Company'' who are eligible under "Securities and Exchange Board of India (SEBI) (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines'' 1999"'' options of the Company in one or more tranches'' and on such terms and conditions as may be fixed or determined by the Board'' in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.

As per the plan'' each option is exercisable for one equity share of face value of Rs. 2/- each (Rs. 10/- each pre bonus and split) fully paid up on payment to the Company'' at a price to be determined in accordance with ESOP 2005. ESOP information is given for the number of shares after sub-division and Bonus issue.

(i) During the year'' NIIT (USA) Inc.'' a wholly owned overseas subsidiary of the Company'' has bought back 7 Million equity shares from the Company for a consideration of USD 1.01 per share based on a valuation carried out by an independent valuer. The difference in the fair value and the book value of shares aggregating to Rs 124.22 Million has been recognised as an exceptional income in the financial statements. NIIT (USA) Inc. continues to be a wholly owned subsidiary post this transaction.

(ii) The Company realised an amount of Rs. 38.91 Million during the previous year against the provision made in the earlier years in respect of dues from government and other customers which was reported as an exceptional item in earlier year. Therefore'' the amount of provision was written back and reported as an exceptional item in the previous year.

(iii) During the previous year'' the Company paid an amount of Rs. 36.99 Million towards variable compensation as additional incentive on account of profits earned from the sale of step down erstwhile subsidiary Element K Corporation'' USA'' which was reported as an exceptional item in an earlier year.

(iv) During the year'' the Company has significantly transitioned from physical mode of courseware delivery to Cloud and Collaborative Delivery Model. On account of change in delivery technology'' the Company has made provision for inventory aggregating to Rs. 24.20 Million lying with the Company and made provision for business support amounting to Rs. 80.84 Million as one time credit to business partners.

7. RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18:

A. Related party relationship where control exists: Subsidiaries

1 NIIT Online Learning Limited

2 Hole-in-the-Wall Education Limited

3 Scantech Evaluation Services Limited

4 NIIT Yuva Jyoti Limited

5 NIIT Institute of Finance Banking and Insurance Training Limited

6 NIIT Institute of Process Excellence Limited

7 Evolve Services Limited

8 NIIT Limited'' UK

9 NIIT Antilles N V'' Netherlands Antilles

10 NIIT Malaysia Sdn. Bhd'' Malaysia

11 NIIT GC Limited'' Mauritius

12 NIIT China (Shanghai) Limited'' Shanghai'' China

13 NIIT Wuxi Service Outsourcing Training School'' China

14 Chongqing NIIT Education Consulting Limited'' China

15 Wuxi NIIT Information Technology Consulting Limited'' China

16 Changzhou NIIT Information Technology Consulting Limited'' China

17 Su Zhou NIIT Information Technology Consulting Limited'' China

18 NIIT (USA) Inc.'' USA

19 NIIT Ventures Inc.'' USA

20 PT NIIT Indonesia'' Indonesia (Under liquidation)

21 NIIT West Africa Limited'' Nigeria

22 Qingdao NIIT Information Technology Company Limited'' China (w.e.f. May 14'' 2012)

23 Chongqing An Dao Education Consulting Limited'' China (w.e.f. June 5'' 2012)

24 Zhangjiagang NIIT Information Services Limited'' China (w.e.f. September 1'' 2012)

25 Chengmai NIIT Information Technology Company Limited'' China (w.e.f December 19'' 2012)

B. Other related parties with whom the Company has transacted:

a) Associates (Parties in which Company has substantial interest)

1 NIIT Technologies Limited

2 NIIT GIS Limited

3 NIIT Smart Serve Limited

b) Key Managerial Personnel

1 Rajendra S Pawar (Chairman and Managing Director)

2 Vijay K Thadani (Chief Executive Officer and Whole-time Director)

3 P Rajendran (Chief Operating Officer and Whole-time Director)

c) Relatives of Key Managerial Personnel

1 Renuka Thadani (Wife of Vijay K Thadani)

2 Veena Oberoi (Sister of Vijay K Thadani)

d) Parties in which the Key Managerial Personnel of the Company are interested

1 NIIT Institute of Information Technology

2 NIIT Foundation (formerly known as NIIT Education Society)

3 NIIT University

4 Pace Industries Private Limited

5 NIIT Network Services Limited

Footnotes:-

i) Previous year figures are given in parenthesis. ii) Includes Purchase of Goods from:

Evolve Services Limited Rs. Nil (Previous year Rs. 2.07 Million)

Hole-in-the-Wall Education Limited Rs. 0.03 Million (Previous year Rs. 1.86 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs. 1.86 Million)

NIIT Yuva Jyoti Limited Rs. 2.80 Million (Previous year Rs. Nil)

NIIT Foundation Rs. 0.76 Million (Previous year Rs. Nil)

iii) Includes Sale of Goods to:

NIIT Yuva Jyoti Limited Rs. 0.43 Million (Previous year Rs. 0.91 Million) NIIT Foundation Rs. Nil (Previous year Rs. 0.16 Million)

iv) Includes Purchase of Fixed Assets (including services received for development of intangible assets) from:

NIIT (USA) Inc. Rs. 11.99 Million (Previous year Rs. 39.52 Million)

v) Includes Sale of Fixed Assets to:

NIIT Yuva Jyoti Limited Rs. 0.93 Million (Previous year Rs. Nil)

vi) Includes sale of Services to:

NIIT (USA) Inc. Rs. 792.96 Million (Previous year Rs. 750.28 Million)

NIIT Antilles N V'' Netherlands Antilles Rs. 18.73 Million (Previous year Rs. 70.34 Million)

NIIT Limited'' UK Rs. 108.66 Million (Previous year Rs. 85.75 Million)

NIIT Technologies Limited Rs. Nil (Previous year Rs. 2.31 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 10.73 Million (Previous year Rs. 7.68 Million)

vii) Includes Purchase of services-Employee Cost from:

Evolve Services Limited Rs. 1.75 Million (Previous year Rs. 1.29 Million)

viii) Includes Purchase of services- Professional and Technical Outsourcing Expense from:

NIIT University Rs. 11.53 Million (Previous year Rs. Nil)

Evolve Services Limited Rs. 22.40 Million (Previous year Rs. 21.08 Million)

NIIT Institute of Process Excellence Limited Rs. 12.57 Million (Previous year Rs. 12.73 Million)

NIIT USA Inc. Rs. 3.73 Million (Previous year Rs. 7.23 Million)

NIIT Limited'' UK Rs. Nil (Previous year Rs. 23.70 Million)

ix) Includes Purchase of services- Others from:

NIIT Technologies Limited Rs. 19.77 Million (Previous year Rs. Nil) NIIT Smart Serve Limited Rs. Nil (Previous year Rs. 2.42 Million) NIIT (USA) Inc. Rs. 0.20 Million (Previous year Rs. 2.92 Million)

x) Includes Recovery from subsidiaries for Management Services:

NIIT Antilles N.V. Rs. 12.73 Million (Previous year Rs. 12.79 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 16.82 Million (Previous year Rs. 13.45 Million)

NIIT Institute of Process Excellence Limited Rs. 4.29 Million (Previous year Rs. 4.30 Million)

NIIT (USA) Inc. Rs. 5.27 Million (Previous year Rs. 7.07 Million)

NIIT Yuva Jyoti Limited Rs. 6.64 Million ( Previous year Rs. 6.01 Million)

xi) Includes Recovery of Employee Benefit Expenses from:

NIIT University Rs. 15.32 Million (Previous year Rs. Nil)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.20 Million (Previous year Rs. 0.30 Million)

NIIT Yuva Jyoti Limited Rs. 0.72 Million ( Previous year Rs. 1.64 Million)

xii) Includes Recovery of Professional technical and outsourcing expenses from:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.03 Million (Previous year Rs. Nil)

xiii) Includes Recovery of other Expenses from:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 30.23 Million (Previous year Rs. 24.62 Million)

NIIT (USA) Inc. Rs. 10.64 Million (Previous year Rs. 6.94 Million)

NIIT Yuva Jyoti Limited Rs. 8.08 Million ( Previous year Rs. 9.14 Million)

NIIT University Rs. 2.39 Million (Previous year Rs. 12.01 Million)

NIIT Technologies Limited Rs. 5.00 Million (Previous year Rs. 9.60 Million)

xiv) Includes Recovery of Employee benefit Expenses by:

NIIT University Rs. 0.42 Million (Previous year Rs. Nil)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs. 0.70 Million)

xv) Includes Recovery of Professional technical and outsourcing expenses by:

NIIT Limited UK Rs. 51.90 Million (Previous year Rs. Nil) NIIT (USA) Inc. Rs. Nil (Previous year Rs. 2.50 Million)

xvi) Includes Recovery of other Expenses by:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 8.81 Million (Previous year Rs. 7.13 Million)

NIIT (USA) Inc. Rs. 12.67 Million (Previous year Rs. 18.18 Million)

NIIT Limited'' UK Rs. 5.02 Million ( Previous year Rs. Nil)

NIIT Technologies Limited Rs. Nil (Previous year Rs. 23.80 Million)

xvii)Includes Royalty paid to:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 4.17 Million (Previous year Rs. 2.41 Million) Evolve Services Limited Rs. 0.36 Million (Previous year Rs. 1.20 Million)

xviii)Represents Investments made in:

NIIT Yuva Jyoti Limited Rs. 101.70 Million (Previous year Rs. 27.00 Million)

xix) Represents Investments received back from:

NIIT (USA) Inc.''USA Rs. 439.80 Million (Previous year Rs. Nil)

xx) Loans Given relates to:

NIIT Institute of Information Technology Rs. Nil (Previous year Rs. 25.00 Million) NIIT Foundation Rs. 1.00 Million (Previous year Rs. 3.00 Million)

xxi) Loans Given Received Back relates to:

NIIT Foundation Rs. 1.00 Million (Previous year Rs. 3.00 Million)

NIIT Institute of Information Technology Rs. Nil (Previous year Rs. 25.00 Million)

Evolv Services Limited Rs. Nil (Previous year Rs. 6.75 Million)

xxii)Inter Corporate Deposits Taken from:

Scantech Evaluation Services Limited Rs. 199.00 Million (Previous year Rs. 175.50 Million)

xxiii) Repayment of Inter Corporate Deposits taken:

Scantech Evaluation Services Limited Rs. 175.50 Million (Previous year Rs. 158.10 Million)

xxiv) Interest Income from:

Hole-in-the-Wall Education Limited Rs. 3.49 Million (Previous year Rs. 3.49 Million) NIIT Institute of Information Technology Rs. Nil (Previous year Rs 0.53 Million) NIIT Foundation Rs. 0.08 Million (Previous year Rs. 0.16 Million)

xxv) Interest Expenditure includes:

Scantech Evaluation Services Limited Rs. 16.30 Million (Previous year Rs. 15.63 Million)

xxvi) Remuneration to:

Rajendra S Pawar Rs. 2.64 Million (Previous year Rs.6.14 Million) Vijay K Thadani Rs. 2.69 Million (Previous year Rs. 9.70 Million) P Rajendran Rs. 2.73 Million (Previous year Rs. 6.31 Million)

xxvii) Other Income includes:

NIIT Antilles N V'' Netherlands Antilles Rs. 43.58 Million (Previous year Rs. 58.59 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 1.07 Million (Previous year Rs. 2.16 Million)

NIIT Institute of Information Technology Rs. Nil (Previous year Rs. 0.21 Million)

xxviii) Dividend Income includes:

Scantech Evaluation Services Limited Rs. 103.06 Million (Previous year Rs. 186.31 Million) NIIT (USA) Inc. Rs. 327.91 Million (Previous year Rs. 283.71 Million)

xxix) Provision for Doubtful Debts and Advances

Hole-in-the-Wall Education Limited Rs. 3.14 Million (Previous year Rs. 4.13 Million)

8. SEGMENT INFORMATION

Primary Segment Information – Business Segment

The sub businesses are fully aligned to global learning business of the Company and the same are being viewed by the management as a single primary segment'' i.e. learning business segment.

b) Finance Leases:

i. Assets acquired under finance lease comprise intangibles (Contents/ Products). There are no exceptional/ restrictive covenants in the lease agreement.

9. Derivative Instruments

a) The Company has taken currency and interest rate swap to hedge the currency and interest rate risk in respect of foreign currency term loan for the entire tenure of the loan. The interest rate has been fully hedged at a fixed rate of 11% p.a.

10. Previous year figures have been reclassified to conform the current year classification.


Mar 31, 2012

1. CORPORATE INFORMATION

NIIT is a global talent development company which was set up in 1981. NIIT ('the Company') currently offers learning and knowledge solutions across globe to Individuals, Enterprises and Institutions in information Technology, Business Process Outsourcing, Banking Finance and Insurance, Executive Management Education, School Education, Communication & Professional Life Skills and Vocational Skills Training.

2. Rights, preferences and restrictions attached to shares

Equity Shares: The Company has one class of equity shares having a par value of Rs.2/ - per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

3. Details of Security Given Against Loans

i) 12% Non Convertible Debentures issued to Life Insurance Corporation of India and 11.25% Non Convertible Debentures issued to Indian Overseas Bank are secured by way of first charge on pari-passu basis on the immovable and movable fixed assets of the Company. The Company had maintained sufficient asset cove- to discharge the principal amount of these debentures at all times during the financial year 2011-12.

ii) Rupee Term Loan was secured by exclusive charge by hypothecation of specific movable fixed assets and receivables/ deferred recoverable relating to specific school projects. During the current financial year, the loan has been repaid in full to the lender and the related securities have subsequently been released.

4. Terms of Repayment

(i) 12% Non Convertible Debentures to Life Insurance Corporation of India amounting to Rs. 500 Million are redeemable at par as follows:

(i) During the year, the Company has purchased balance shares in Evolv Services Limited from its other shareholders for a consideration of Rs. 20.63 Million. Consequently, Evolv Services Limited has become a wholly owned subsidiary of the Company

(ii) During the year, the Company has made further investment of Rs. 30 Million (Previous year Rs. 15 Million) in the equity shares of Rs. 10 each in its subsidiary company NIIT Institute of Process Excellence limited.

(iii) During the current year, NIIT Yuva Jyoti Limited ("NYJL") was incorporated on May 25, 2011 and certificate for commencement of business was granted on June 18, 2011. Investment of Rs. 79.49 Million was made by the Company in the equity shares of NYJL with a face value of Rs. 10 each. This initial shareholding can not be sold, pledged or otherwise encumbered wholly or in part for a period of four years.

(iv) The Company is required to continue to hold a minimum of 51% of the total paid-up Equity Share Capital of NIIT Yuva Jyoti Limited (NYJL), during the term of the agreement with National Skill Development Corporation (NSDC).

5. TAXATION

(a) Upon finalisation of Income Tax Return of Assessment year 2011-12 an amount of Rs. 0.40 Million (Net) (Previous year Rs. 3.15 Million) has been charged to the Statement of Profit and Loss for the current year

6. During the year the Company has given a loan of Rs. 15 Million (Previous year Rs. 20 Million) to NIIT Institute of Information Technology. NIIT Institute of Information Technology has repaid this amount during the year and there is no loan outstanding as on March 31, 2012

7. CONTINGENT LIABILITIES

(a) Claims against the Company not acknowledged as debts Rs. 9.2 Million (Previous year Rs. 14.2 Million)

(b) Guarantees

i. Guarantees issued by bankers outstanding at the end of accounting year Rs. 464.91 Million (Previous year Rs. 21.08 Million).

ii. Corporate Guarantee Rs. Nil [USD Nil (net of payment of USD Nil)] given to ICICI Bank, Bahrain on behalf of NIIT (USA) Inc., USA (Previous year Rs. 621.60 Million [USD 14 Million (net of payment of USD 29.50 Million)]).

iii. Corporate Guarantee Rs Nil [USD Nil (loan outstanding USD Nil)] (Previous year Rs. 732.60 Million [USD 16.50 Million (loan outstanding USD 15 Million)]) given to ICICI Bank UK PLC, UK on behalf of NIIT (USA) Inc.,USA.

iv. Corporate Guarantee of Rs.559.57 Million (USD 11 Million) has been issued by the Company during the current financial year to SkillSoft Corporation, USA & SkillSoft Ireland Limited to secure them against any indemnification obligations of NIIT Ventures Inc. (a step down subsidiary of the Company) and NIIT (USA) Inc., with respect to sale of certain assets of Element K Corporation (a step down subsidiary of the Company), and Stock sale of Element K Corporation by NIIT Ventures Inc.,USA.

v. Corporate Guarantee of Rs. 79.64 Million given to National Skill Development Corporation to secure the loan of Rs. 79.64 Million availed by NIIT Yuva Jyoti Limited, Subsidiary of the Company.

(c) Other money for which the company is contingently liable

i. Letter of Credit issued by bankers on behalf of the Company outstanding at the end of accounting year Rs. Nil (Previous year Rs. 24.17 Million)

ii. Stand by Letter of Credit of Rs Nil [USD Nil] (Previous year Rs. 244.20 Million [USD 5.50 Million]) from BNP Paribas in favor of Bank of West, USA on behalf of Element K Corporation, USA

iii. Security given for working capital limits on behalf of Evolv Services Limited Rs. 10 Million (Previous year Rs. 10 Million) [Amount outstanding at year end Rs 6.43 Million (Previous year Rs. 9.77 Million)], NIIT Institute of Finance Banking and Insurance Training Limited Rs. 10 Million (Previous year Rs.10 Million) [Amount Outstanding at year end Rs. Nil (Previous year Rs. Nil)] and Hole-in-the-Wall Education Limited of Rs 20 Million (Previous year Rs.10 Million) [Amount Outstanding at year end Rs. 16.70 Million (Previous year Rs. 8.01 Million)].

iv. Andhra Pradesh works contract tax Rs. 101.96 Million (Previous year Rs.91.84 Million). Management does not foresee any financial implication based on the advice of the legal consultant.

v. Service Tax demand amounting to Rs. 10.49 Million (Previous year Rs. 10.49 Million) and equal amount of penalty i.e. Rs. 10.49 Million (Previous year Rs. 10.49 Million) raised by Commissioner of Service Tax, Delhi. Management does not foresee any financial implication based on the advice of the legal consultant.

vi. Income Tax demand for Rs. 230.77 Million (Previous year Rs.157.60 Million). Management does not foresee any financial implication based on the advice of the legal consultant.

vii. Service Tax liability on rental of immovable properties amounting to Rs. Nil (Previous year Rs. 12.07 Million).

viii.The Company had received Show Cause Notices u/s 263 of the Income Tax Act, 1961, issued by the Commissioner of Income Tax for the Assessment years 1999-00 to 2005-06 ,who later issued Orders directing the Assessing Officer for re-assessment on certain items. The quantum of Income Tax demand, if any, has neither been quantified nor ascertained and thus, indeterminable at this stage. These orders have been challenged by the Company in the Income Tax Appellate Tribunal, which has directed the Income Tax department to produce all records related to assessment for perusal of the Tribunal. Against the order of the Tribunal, the Income Tax Department has preferred a writ petition in the High Court at Delhi. The matter is under adjudication in the High Court. Based on legal opinion obtained by the Company, the Company is confident that the matter as above shall be decided in its favour.

8. CAPITAL AND OTHER COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 193.82 Million (Previous Year Rs. 281.99 Million).

(b) For commitments related to lease arrangements, refer Note 40.

(c) There are certain contracts with State Governments under which the Company is required to transfer ownership of the fixed assets and equipments under leasing arrangement at the written down value (which will be nil), at the end of the contract term.

(d) The company has issued a letter of support to provide need based financial support to its subsidiaries NIIT Institute of Finance Banking and Insurance Training Limited and Hole-in-the-Wall Education Limited.

(e) Commitment to support NIIT Institute of Information Technology to meet the shortfall, if any, in repayment of loan taken by it from a bank.

(f) For commitment in respect of non-disposal of investment in subsidiary, refer note 11 (footnote iv).

B) Defined Benefit Plans

I. Provident Fund

The Company makes contribution to the "NIIT LIMITED EMPLOYEES' PROVIDENT FUND TRUST" ("the Trust"), which is a defined benefit plan. The Company contributed Rs. 34.88 Million (Previous year Rs. 27.67 Million) including Rs. 1.99 Million (Previous year Rs. 1.85 Million) in respect of Key Managerial personnel during the year to the Trust.

The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate. The Company's obligation in this regard is actuarially determined and provided for if the circumstances indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

The guidance on implementing AS 15 Employee Benefits (revised 2005), issued by Accounting Standards Board (ASB) of The Institute of Chartered Accountants of India, states that benefits involving employer established provident fund trust, which require interest shortfall to be compensated by the employer is required to be considered as Defined Benefits Plans. The Actuarial Society of India has issued the final guidance for measurement of Provident Fund liability during the year ended March 31, 2012 basis which the actuary has provided a valuation and based on the below mentioned assumptions, determined that there is no short fall as at March 31, 2012.

The details of fund and plan assets of the Trust as at March 31, 2012 (as provided by the actuary):

vi) Investment details of Plan Assets:-

The plan assets are maintained with Life Insurance Corporation of India Gratuity Scheme. The details of investment maintained by Life Insurance Corporation of India are not available with the Company and have not been disclosed.

The expected return on plan assets is determined considering several applicable factors mainly the composition of plan assets held, assessed risk of asset management, historical result of the return on plan assets.

9. EMPLOYEES STOCK OPTION SCHEME

During the year 2005-06, the Company had established NIIT Employee Stock Option Plan 2005 "ESOP 2005" and the same was approved at the General Meeting of the Company held on May 18, 2005. The plan was set up so as to offer and grant, for the benefit of employees (excluding promoters) of the Company, who are eligible under "Securities and Exchange Board of India (SEBI) (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999", options of the Company in aggregate up to 1,925,000 options under ESOP 2005, in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board, in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.

As per the plan, each option is exercisable for one equity share of face value of Rs. 2/ - each (Rs. 10/ - each pre bonus and split) fully paid up on payment to the Company, at a price to be determined in accordance with ESOP 2005. ESOP information is given for the number of shares after sub-division and Bonus issue.

(i) Net profit on the sale of the step down subsidiary Element K Corporation, USA, reflected in the consolidated financial statement of the Company, comprises the excess of sale consideration over the net asset of the subsidiary less costs incurred in connection with the sale which included inter-alia performance linked incentive amounting to Rs. 28.90 Million, included in the Profit on Sale of Investments in Subsidiary for the current year.

During the previous year, the Company had sold its investment of 10,950,000 fully paid up Equity Shares of Rs. 10/- each in its wholly owned subsidiary, Neo Multimedia Limited (Formerly known as NIIT Multimedia Limited) for a consideration of Rs. 317.58 Million (net of expenses). The amount of Rs. 208.08 Million was recognised as Profit on Sale of Investment which resulted in an increase in profit before tax during the previous year.

(ii) During the year, the Company received a dividend of Rs. 1,277.38 Million from its subsidiary NIIT (USA) Inc., USA upon sale of Element K Corporation, USA, a step down subsidiary of NIIT (USA) Inc., USA.

(iii)Provision for doubtful debts comprises provision made in respect of dues from government and other customers aggregating to Rs. 247.43 Million.

(iv)Service tax on Rent represents amounts provided by the Company in respect of landlords who have not claimed service tax on rent on their immovable property given on lease. In view of the recent decisions of Honorable High Courts of Delhi, Mumbai & Chennai, these amounts have been provided for.

(v) Due to losses in its subsidiary, Hole-in-the-Wall Education Limited, the Company has made a provision aggregating to Rs. 29.70 Million for Loans, Rs. 10.50 Million in respect of carrying value of investment in the subsidiary. Further an amount of Rs. 6.21 Million has been provided in respect of Advances given to Hole-in- the-Wall Education Limited.

(vi)During the year the Company has contributed an amount of Rs. 62.50 Million (Previous Year Rs. 72.00 Million) towards donations in the corpus of The NIIT Institute of Information Technology, a society registered under the Societies Registration Act, 1860 which is within the overall limits approved by the shareholders.

10 RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18:

A. Related party relationship where control exists:

Subsidiaries

1 NIIT Online Learning Limited

2 Hole-in-the-Wall Education Limited

3 Scantech Evaluation Services Limited

4 NIIT Yuva Jyoti Limited (w.e.f. May 25, 2011)

5 NEO Multimedia Limited (Formerly known as NIIT Multimedia Limited) (Till March 30, 2011)

6 NIIT Institute of Finance Banking and Insurance Training Limited

7 NIIT Institute of Process Excellence Limited

8 Evolv Services Limited

9 NIIT Limited, UK

10 NIIT Antilles NV, Netherlands Antilles

11 NIIT Malaysia Sdn. Bhd, Malaysia

12 NIIT GC Limited, Mauritius

13 NIIT China (Shanghai) Limited, Shanghai

14 NIIT Wuxi Service Outsourcing Training School

15 Chongqing NIIT Education Consulting Limited, China

16 Wuxi NIIT Information Technology Consulting Limited.

17 Changzhou NIIT Information Technology Consulting Limited

18 Su Zhou NIIT Information Technology Consulting Limited

19 PCEC NIIT Institute of Information Technology, Shanghai- (already liquidated)

20 NIIT (USA) Inc., USA

21 NIIT Ventures Inc., USA

22 Element K Corporation, USA (ceased to be subsidiary company w.e.f. October 14, 2011)

23 Element K India Private Limited, India (ceased to be subsidiary company w.e.f. October 14, 2011)

24 Element K (UK) Limited, United Kingdom (ceased to be subsidiary company w.e.f. October 14, 2011)

25 Element K, Canada (ceased to be subsidiary company w.e.f. October 14, 2011)

26 PT NIIT Indonesia, Indonesia (Under liquidation)

27 NIIT West Africa Limited, Nigeria (w.e.f April 1, 2011)

B. Other related parties with whom the Company has transacted:

a) Associates (Parties in which Company has substantial interest)

1. NIIT Technologies Limited

2. NIIT GIS Limited

3. NIIT Smart Serve Limited

b) Key Managerial Personnel

1. Rajendra S Pawar (Chairman and Managing Director)

2. Vijay K Thadani (Chief Executive Officer and Whole-time Director)

3. P Rajendran (Chief Operating Officer and Whole-time Director)

c) Relatives of Key Managerial Personnel

1. Renuka Thadani (Wife of Vijay K Thadani)

2. Veena Oberoi (Sister of Vijay K Thadani)

d) Parties in which the Key Managerial Personnel of the Company are interested

1. NIIT Institute of Information Technology

2. NIIT Education Society

3. Pace Industries Private Limited

4. NIIT Network Services Limited

Footnotes:-

i) Previous year figures are given in parenthesis.

ii) Includes Purchase of Goods from:

NIIT (USA) Inc. Rs. 2.77 Million (Previous year Rs. 19.49 Million)

Evolv Services Limited Rs. Nil (Previous year Rs. 5.40 Million)

Hole-in-the-Wall Education Limited Rs. 2.46 Million (Previous year Rs. 3.60 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 5.18 Million (Previous year Rs. 0.63 Million) NIIT Institute of Process Excellence Limited Rs. 1.49 Million (Previous year Rs. 0.72 Million )

iii) Includes Sale of Goods to:

NIIT Institute of Information Technology Rs. 1.03 Million (Previous year Rs. 2.87 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.27 Million (Previous year Rs. 1.54 Million) NIIT Technologies Limited Rs. 0.02 Million (Previous year Rs. 1.89 Million)

NIIT Antilles NV, Netherlands Antilles Rs. 0.64 Million (Previous year Rs.Nil)

iv) Includes Purchase of Fixed Assets from:

NIIT (USA) Inc. Rs. 14.71 Million (Previous year Rs. 21.64 Million)

Evolv Services Limited Rs. Nil (Previous year Rs. 0.64 Million)

NIIT Technologies Limited Rs. Nil (Previous year Rs. 0.56 Million)

NIIT Institute of Process Excellence Limited Rs. 2.43 Million (Previous year Rs. 0.48 Million )

v) Includes Sale of Fixed Assets to:

NIIT Technologies Limited Rs. 1.03 Million (Previous year Rs. 0.06 Million)

NIIT Institute of Information Technology Rs. Nil (Previous year Rs. 4.19 Million)

NIIT (USA) Inc. Rs. 252.40 Million (Previous year Rs. Nil)

vi) Includes Rendering of Services to:

NIIT (USA) Inc. Rs. 617.73 Million (Previous year Rs. 446.94 Million)

NIIT Antilles NV, Netherlands Antilles Rs. 273.02 Million (Previous year Rs.186.64 Million )

NIIT Limited, UK Rs. 102.67 Million (Previous year Rs. 38.61 Million)

NIIT Technologies Limited Rs. 5.39 Million (Previous year Rs. 26.29 Million)

Evolv Services Limited Rs. Nil (Previous year Rs. 0.49 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 9.44 Million (Previous year Rs. 10.21 Million)

vii) Includes Receiving of Services from:

NIIT (USA) Inc. Rs. 9.96 Million (Previous year Rs. 24.62 Million)

NIIT GIS Limited Rs. 1.17 Million (Previous year Rs. 0.37 Million)

NIIT Smart Serve Limited, Rs. 14.33 Million (Previous year Rs. 20.55 Million)

Evolv Services Limited Rs. 23.33 Million (Previous year Rs. 13.73 Million)

NIIT Limited, UK Rs. Nil (Previous year Rs.48.90 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 9.73 Million (Previous year Rs. 10.49 Million) NIIT Institute of Process Excellence Limited Rs. 10.23 Million (Previous year Rs. 5.01 Million)

viii) Includes Recovery of Expenses from:

Hole-in-the-Wall Education Limited Rs. 4.27 Million (Previous year Rs. 2.37 Million)

NIIT (USA) Inc. Rs. 42.99 Million (Previous year Rs. 1.08 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 19.23 Million (Previous year Rs. 11.62 Million)

NIIT Technologies Limited Rs. 10.30 Million (Previous year Rs. 10.71 Million)

NIIT GIS Limited Rs. 2.01 Million (Previous year Rs. 1.81 Million)

NIIT Institute of Information Technology Rs. 14.38 Million (Previous year Rs. 9.35 Million)

NIIT Institute of Process Excellence Limited Rs. 1.44 Million (Previous year Rs. 0.60 Million)

ix) Includes Recovery of Expenses by:

NIIT Technologies Limited Rs. 10.43 Million (Previous year Rs. 9.39 Million)

NIIT (USA) Inc. Rs. 19.59 Million (Previous year Rs. 3.03 Million)

NIIT Limited, UK Rs. 43.55 Million (Previous year Rs. Nil)

x) Represents Investments made in:

NEO Multimedia Limited (formerly known as NIIT Multimedia Limited) Rs. Nil (Previous year Rs. 7.00 Million) NIIT Institute of Process Excellence Limited Rs. 30.00 Million (Previous year Rs. 15.00 Million)

NIIT Yuva Jyoti Limited Rs. 79.49 Million. (Previous year Rs. Nil)

xi) Loans Given relates to:

NEO Multimedia Limited (formerly known as NIIT Multimedia Limited) Rs. Nil (Previous year Rs. 3.20 Million) NIIT (USA) Inc. Rs. 36.71 Million (Previous year Rs. 251.19 Million)

NIIT Institute of Information Technology Rs. 15.00 Million (Previous year Rs. 20.00 Million)

Evolv Services Limited Rs. 6.75 Million (Previous year Rs. 15.50 Million)

NIIT Institute of Process Excellence Limited Rs. 17.50 Million (Previous year Rs. 15.00 Million)

xii) Loans Given Received Back relates to:

NIIT (USA) Inc. Rs. 146.57 Million (Previous year Rs. 215.89 Million)

NIIT Education Society Rs. Nil (Previous year Rs. 3.50 Million)

NIIT Institute of Information Technology Rs. 15.00 Million (Previous year Rs. 460.03 Million)

Evolv Services Limited Rs.15.50 Million (Previous year Rs. Nil)

NIIT Institute of Process Excellence Limited Rs. 32.50 Million (Previous year Rs. Nil)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 26.00 Million (Previous year Rs. Nil)

xiii) Loans/ Inter Corporate Deposits Taken from:

Scantech Evaluation Services Limited Rs. 127.00 Million (Previous year Rs. 115.50 Million)

xiv) Repayment of Loans/ Inter Corporate Deposits taken:

Scantech Evaluation Services Limited Rs. 116.50 Million (Previous year Rs. 91.50 Million)

xv)Interest Income from:

NIIT (USA) Inc. Rs. 5.89 Million (Previous year Rs. 15.88 Million)

Hole-in-the-Wall Education Limited Rs. 3.60 Million (Previous year Rs. 4.34 Million)

NEO Multimedia Limited (formerly known as NIIT Multimedia Limited) Rs. Nil (Previous year Rs. 0.13 Million) NIIT Education Society Rs. Nil (Previous year Rs. 0.06 Million)

Evolv Services Limited Rs. 2.09 Million (Previous year Rs. 0.12 Million)

NIIT Institute of Information Technology Rs. 0.47 Million (Previous year Rs 49.63 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 1.53 Million (Previous year Rs. 3.06 Million)

NIIT Institute of Process Excellence Limited Rs. 2.31 Million (Previous year Rs. 0.19 Million)

xvi) Interest Expenditure includes:

Scantech Evaluation Services Limited Rs. 14.34 Million (Previous year Rs. 11.69 Million )

xvii) Includes transactions for the year with:

Rajendra S Pawar Rs. 15.16 Million (Previous year Rs.10.04 Million)

Vijay K Thadani Rs. 30.80 Million (Previous year Rs. 16.32 Million)

P Rajendran Rs. 22.66 Million (Previous year Rs. 10.84 Million)

xviii) Other Expenses includes:

Renuka Thadani Rs. 1.00 Million (Previous year Rs. 0.72 Million)

Veena Oberoi Rs. 0.66 Million (Previous year Rs. 0.43 Million)

Pace Industries Private Limited Rs. 0.66 Million (Previous year Rs. 0.43 Million)

NIIT Institute of Information Technology Rs.62.50 Million (Previous year Rs. 71.50 Million)

xix) Other Income includes:

NIIT (USA) Inc. Rs. 10.03 Million (Previous year Rs. 6.78 Million)

NIIT Antilles NV, Netherlands Antilles Rs. 91.24 Million (Previous year Rs. 85.61 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 11.22 Million (Previous year Rs. 17.04 Million) NIIT Institute of Information Technology Rs. Nil (Previous year Rs. 0.87 Million)

NIIT Institute of Process Excellence Limited Rs.3.80 Million (Previous year Rs. 7.89 Million)

NIIT Limited, UK Rs. 1.29 Million (Previous year Rs. 0.95 Million)

Hole-in-the-Wall Education Limited Rs. 1.08 Million (Previous year Rs.1.01 Million)

xx) Dividend Income includes:

Scantech Evaluation Services Limited Rs. Nil (Previous year Rs. 83.24 Million)

NIIT (USA) Inc. Rs. 1,277.38 Million (Previous year Rs. Nil)

xxi)Provision for Doubtful Debts and Advances includes:

Hole-in-the-Wall Education Limited Rs. 8.95 Million (Previous year Rs. Nil)

xxii) Guarantees and Collaterals:

NIIT Institute of Finance Banking and Insurance Training Limited Rs.10.00 Million (Previous year Rs. Nil) Hole-in-the-Wall Education Limited Rs. 20.00 Million (Previous year Rs. 3.00 Million)

NIIT (USA) Inc. Rs. 559.57 Million (Previous year Rs. 732.60 Million)

Evolv Services Limited Rs. 10 Million (Previous year Rs. Nil)

NIIT Yuva Jyoti Limited Rs. 79.64 Million (Previous year Nil)

The Aggregate Depreciation charged on the above assets during the year is Rs. 0.52 Million (Previous year Rs. 0.52 Million)

Sub lease receipts recognised in the statement of Profit and Loss for the year amounting to Rs. 0.50 Million (Previous year Rs. Nil)

b) Finance Leases:

i. Assets acquired under finance lease comprise of Plant & Machinery, Furniture & Fixtures and Software. There are no exceptional/ restrictive covenants in the lease agreements.

ii. The minimum lease payment outstanding and their present value at the Balance Sheet date in respect of assets that have been capitalised are as follows:

11 The financial statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared as per Revised Schedule VI. Accordingly, the Previous year figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for Previous year figures does not impact recognition and measurement principles followed for preparation of financial statements except for accounting for dividend on investments in subsidiaries.(Refer Note 2.2)


Mar 31, 2011

1. CONTINGENT LIABILITIES

i. Guarantees issued by bankers outstanding at the end of accounting year Rs. 21,075,362/- (Previous year Rs. 125,486,322/-).

ii. Letter of Credit issued by bankers on behalf of the Company outstanding at the end of accounting year Rs. 24,172,309/- (Previous year Nil).

iii. Corporate Guarantee Rs. 621,600,000/- [USD 14 million (net of payment of USD 29.50 million)] given to ICICI Bank, Bahrain on behalf of NIIT (USA) Inc., USA (Previous year Rs. 944,470,800/- [USD 21 million (net of payment of USD 22.5 million)]).

iv. Corporate Guarantee Nil (Previous year Rs. 682,552,000/- [GBP 10 million (loan outstanding GBP 9.40 million)]) given to ICICI Bank UK PLC, UK on behalf of NIIT (USA) Inc., USA.

v. Corporate Guarantee Rs. 732,600,000/- [USD 16.50 million (loan outstanding USD 15 million)] (Previous year Nil) given to ICICI Bank UK PLC, UK on behalf of NIIT (USA) Inc.,USA.

vi. Stand by Letter of Credit of Rs. 244,200,000/- [USD 5.50 million] (Previous year Rs. 247,361,400/- [USD 5.50 million]) from BNP Paribas in favor of Bank of West, USA on behalf of Element K Corporation, USA.

vii. Security given to Indian Overseas Bank against Working Capital limits on behalf of Evolv Services Limited Rs. 10,000,000/- (Previous year Rs. 10,000,000/-) [Amount outstanding at year end Rs. 9,772,649/- (Previous year Rs. 9,472,172/-)], NIIT Institute of Finance Banking and Insurance Training Limited Rs.10,000,000/- (Previous year Rs.10,000,000/-) [Amount Outstanding at year end Nil (Previous year Nil)] and Hole-in-the-Wall Education Limited of Rs.10,000,000/- (Previous year Rs.7,000,000/-) [Amount Outstanding at year end Rs. 8,007,721/- (Previous year Rs. 6,443,889/-)].

viii. Claims against the Company not acknowledged as debts Rs. 14,200,000/- (Previous year Rs. 13,200,000/-)

ix. Andhra Pradesh works contract tax Rs. 91,836,398/- (Previous year Rs. 80,137,287/-). Management does not foresee any financial implication based on the advice of the legal consultant.

x. Service Tax demand amounting to Rs. 104.89 Lacs (Previous year Rs. 104.89 Lacs) and equal amount of penalty i.e. Rs. 104.89 Lacs (Previous year Rs. 104.89 Lacs) raised by Commissioner of Service Tax, Delhi. Management does not foresee any financial implication based on the advice of the legal consultant.

xi. Income Tax demand for Rs. 1,576 Lacs (Previous year Rs. 721 Lacs). Management does not foresee any financial implication based on the advice of the legal consultant.

xii. Service Tax liability on rental of immovable properties amounting to Rs. 12,068,234/- (Previous year Nil).

2. During the previous financial year, the Company had received Show Cause Notices u/s 263 of the Income Tax Act, 1961 issued by the Commissioner of Income Tax for the Assessment years 1999-00 to 2005-06 ,who later issued Orders directing the Assessing Officer for re-assessment on certain items. The quantum of Income Tax demand, if any, has neither been quantified nor ascertained and thus, indeterminable at this stage. These orders have been challenged by the Company in the Income Tax Appellate Tribunal, which has directed the Income Tax department to produce all records related to assessment for perusal of the Tribunal. Against the order of the Tribunal, the Income Tax Department has preferred writ petition in the High Court. The matter is under adjudication in the High Court. Based on legal opinion, the Company is confident that appeals so filed shall be decided in its favour.

3. Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 281,987,505/- (Previous year Rs. 15,804,313/-).

4. Certain common resources are shared by the Company and NIIT Technologies Limited (NTL). This resulted in the Company recovering Rs. 10,706,565/- (Previous year Rs. 3,856,927/-) from NTL and NTL recovering Rs. 9,393,306/- (Previous year Rs. 9,598,975/- ) from the Company which have been included/ netted off against relevant head in the Profit and Loss Account viz., Personnel, Administration & Others and Marketing expenses.

5. DETAILS OF SECURITY GIVEN AGAINST LOANS

i). Working Capital Limits of the Company and sub limits of certain subsidiaries are secured by hypothecation of stocks and book debts of the Company. The Company and the subsidiaries have utilised the cash credit (fund-based) limits to the extent of Nil (Previous year Rs. 64,131,867/-) and Rs. 17,780,370/- (Previous year Rs. 15,916,061/-) respectively as at year end.

ii). 12% Non Convertible Debentures issued to Life Insurance Corporation of India and 11.25% Non Convertible Debentures issued to Indian Overseas Bank are secured by way of first charge on pari-passu basis on the immovable and movable fixed assets of the Company. The Company had maintained 100 % asset cover sufficient to discharge the principal amount at all times during the financial year 2010-11 for these debentures.

iii). Rupee Term Loan is secured by exclusive charge by hypothecation of specific movable fixed assets and receivables/ deferred recoverable relating to specific school projects.

iv). Vehicle loans from banks are secured by way of hypothecation of the vehicles financed.

6. Interest received is gross of tax deducted at source of Rs. 8,359,983/- (Previous year Rs. 13,902,514/-).

7. Expenses during the year are net of recoveries towards common services from domestic subsidiaries amounting to Rs. 14,989,137/- (Previous year Rs. 14,635,499/-).

8 The Course Execution Charges include payments to licensees, business partners, channel partners and other agencies for execution of education and training business.

9. DERIVATIVE INSTRUMENTS

During the Current year, loss of Nil (Previous year Rs. 88.82 Lacs) has been debited to Revenue account on maturity of the designated forward covers.

b. Mark to Market gain/ (loss) on undesignated forward covers amounting to Nil [Previous year Rs. 3.35 Lacs] has been recognised as gain/ (loss) on exchange fluctuation in the Profit and Loss Account.

10. EMPLOYEES STOCK OPTION SCHEME

During the year 2005-06, the Company had established NIIT Employee Stock Option Plan 2005 “ESOP 2005” and the same was approved at the General Meeting of the Company held on May 18, 2005. The plan was set up so as to offer and grant, for the benefit of employees (excluding promoters) of the Company, who are eligible under “Securities and Exchange Board of India (SEBI) (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999”, options of the Company in aggregate up to 1,925,000 options under ESOP 2005, in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board, in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard. As per the plan, each option is exercisable for one equity share of face value of Rs. 2/- each (Rs. 10/- each pre bonus and split) fully paid up on payment to the Company, for such shares, at a price to be determined in accordance with ESOP 2005. ESOP information is given for the number of shares after sub-division and Bonus issue

11. EMPLOYEE BENEFITS

A) Defined Contribution Plans

Company makes contribution towards Provident Fund, Superannuation Fund and Pension Scheme to the defined contribution plans for eligible employees.

B) Defined Benefit Plans I. Provident Fund

In respect of Companys obligation towards guaranteed returns on Provident Fund Contributions made to the NIIT Limited Employees Provident Fund Trust, as the overall interest earnings and cumulative surplus are more than the statutory requirements, there is no liability of employer for the year ended March 31, 2011. Therefore, no additional provision for the year has been recommended by the actuary.

vi) Investment details of Plan Assets:

The plan assets are maintained with Life Insurance Corporation of India Gratuity Scheme. The details of investment maintained by Life Insurance Corporation of India are not available with the Company and have not been disclosed.

The expected return on plan assets is determined considering several applicable factors mainly the composition of plan assets held, assessed risk of asset management, historical result of the return on plan assets.

C) The Company has accounted for unclaimed employee related reimbursements in respect of earlier years, aggregating to Nil (Previous year Rs. 327.23 Lacs), based on maximum possible liability payable by the Company in this respect.

12. DETAILS RELATING TO OPENING STOCK, PURCHASES, REVENUE AND CLOSING STOCK

a) The Company is engaged inter-alia in the production and development of computer software and rendering services. The production and sale of such software cannot be expressed in generic unit. Hence, it is not possible to give quantitative details as required under paragraph 3 of Part II of Schedule VI of the Companies Act, 1956.

The Company deals in a number of software and hardware items whose cost and selling price vary for different items. The revenue from the different kind of software and their related costs individually constitute less than 10% of the turnover and costs of the Company respectively. Accordingly, no quantitative information relating to software and hardware traded is being given.

ii) Education and training material:

* Sales quantity has been adjusted for shortage/ excesses during the year.

**Includes Inventory in electronic form.

Quantitative information in respect of technical information and reference material is not being given separately as the related revenue and costs are less than 10% of total revenue and costs of the Company.

c) Revenue includes income from services rendered Rs. 3,190,212,261/- (Previous year Rs. 2,976,597,336/-).

13. RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18 A. Related party relationship where control exists:

Subsidiaries

1. NIIT Online Learning Limited

2. Scantech Evaluation Services Limited

3. Hole-in-the-Wall Education Limited

4. NEO Multimedia Limited (Formerly known as NIIT Multimedia Limited) (upto March 30, 2011)

5. NIIT Institute of Finance Banking and Insurance Training Limited

6. NIIT Institute of Process Excellence Limited

7. Evolv Services Limited

8. NIIT Limited, UK

9. NIIT Antilles N V, Netherlands Antilles

10. NIIT Malaysia Sdn. Bhd, Malaysia

11. NIIT GC Limited (formerly NIIT TVE Limited), Mauritius

12. NIIT China (Shanghai) Limited, Shanghai

13. NIIT Wuxi Service Outsourcing Training School

14. Chongqing NIIT Education Consulting Limited, China

15. Wuxi NIIT Information Technology Consulting Limited

16. Changzhou NIIT Information Technology Consulting Limited

17. Su Zhou NIIT Information Technology Consulting Limited (w.e.f. April 28, 2010)

18. PCEC NIIT Institute of Information Technology, Shanghai (Liquidated in April, 2010)

19. NIIT (USA) Inc., USA

20. NIIT Ventures Inc., USA

21. Element K Corporation, USA

22. Element K India Private Limited, India

23. Element K (UK) Limited, United Kingdom

24. Element K Inc., Canada

25. PT NIIT Indonesia, Indonesia (Under liquidation)

B. Other related parties with whom the Company has transacted

a) Associates (Parties in which Company has substantial interest)

1. NIIT Technologies Limited

2. NIIT GIS Limited

3. NIIT Smart Serve Limited

b) Key Managerial Personnel

1. Rajendra S Pawar (Chairman and Managing Director)

2. Vijay K Thadani (Chief Executive Officer and Whole-time Director)

3. P Rajendran (Chief Operating Officer and Whole-time Director)

c) Relatives of Key Managerial Personnel

1. Renuka Thadani (Wife of Vijay K Thadani)

2. Veena Oberoi (Sister of Vijay K Thadani)

d) Parties in which the Key Managerial Personnel of the Company are interested 1. NIIT Institute of Information Technology

2. NIIT Education Society

3. Pace Industries Private Limited

4. NIIT Network Services Limited

Notes:

1. Previous year figures are given in parenthesis.

2. Includes Purchase of Goods from:

- NIIT (USA) Inc. Rs. 194.94 Lacs (Previous year Rs. 158.10 Lacs )

- Evolv Services Limited Rs. 53.96 Lacs (Previous year Nil )

- Hole-in-the-Wall Education Limited Rs. 36.00 Lacs (Previous year Nil)

3. Includes Sale of Goods to:

- NIIT Institute of Information Technology Rs. 28.66 Lacs (Previous year Rs. 24.59 Lacs )

- NIIT Institute of Finance Banking and Insurance Training Limited Rs. 15.38 Lacs (Previous year Nil)

- NIIT Technologies Limited Rs. 18.90 Lacs (Previous year Nil)

4. Includes Purchase of Fixed Assets from:

- NIIT (USA) Inc. Rs. 216.39 Lacs (Previous year Nil )

- Evolv Services Limited Rs. 6.40 Lacs (Previous year Rs. 54.60 Lacs )

- NIIT Technologies Limited Rs. 5.55 Lacs (Previous year Nil)

5. Includes Sale of Fixed Assets to:

- NIIT Technologies Limited Rs. 0.62 Lacs (Previous year Nil)

- NIIT Institute of Information Technology Rs. 41.90 Lacs (Previous year Nil )

6. Includes Rendering of Services to:

- NIIT (USA) Inc. Rs. 4,469.35 Lacs (Previous year Rs. 3,305.32 Lacs )

- NIIT Antilles N V, Netherlands Antilles Rs.1,866.37 Lacs (Previous year Rs.944.94 Lacs )

- NIIT Limited, UK Rs. 386.06 Lacs (Previous year Rs. 329.35 Lacs )

- NIIT Technologies Limited Rs. 262.90 Lacs (Previous year Rs. 54.47 Lacs )

- Evolv Services Limited Rs. 4.92 Lacs (Previous year Rs. 8.60 Lacs)

- NIIT Institute of Finance Banking and Insurance Training Limited Rs. 102.13 Lacs (Previous year Rs. 79.00 Lacs)

7. Includes Receiving of Services from:

- NIIT (USA) Inc. Rs. 246.20 Lacs (Previous year Rs. 150.23 Lacs )

- NIIT GIS Limited Rs. 3.73 Lacs (Previous year Rs. 5.94 Lacs)

- NIIT Smart Serve Limited Rs. 205.53 Lacs (Previous year Rs. 75.35 Lacs )

- Evolv Services Limited Rs. 137.31 Lacs (Previous year Rs.133.30 Lacs)

- NIIT Institute of Finance Banking and Insurance Training Limited Rs. 104.85 Lacs (Previous year Rs. 57.81 Lacs)

- NIIT Limited, UK Rs. 488.95 Lacs (Previous year Nil )

8. Includes Recovery of Expenses from:

- Hole-in-the-Wall Education Limited Rs. 23.68 Lacs (Previous year Rs. 17.70 Lacs)

- NIIT (USA) Inc. Rs. 10.78 Lacs (Previous year Rs. 37.09 Lacs )

- NIIT Institute of Finance Banking and Insurance Training Limited Rs. 116.21 Lacs (Previous year Rs. 103.27 Lacs)

- NIIT Technologies Limited Rs. 107.07 Lacs (Previous year Rs. 38.57 Lacs )

- NIIT GIS Limited Rs. 18.08 Lacs (Previous year Rs. 11.49 Lacs)

- NIIT Institute of Information Technology Rs. 93.54 Lacs (Previous year Rs. 35.26 Lacs )

- NIIT Institute of Process Excellence Limited Rs. 6.00 Lacs (Previous year Rs. 23.74 Lacs )

- NIIT Limited, UK Nil (Previous year Rs. 2.09 Lacs )

9. Includes Recovery of Expenses by:

- NIIT Technologies Limited Rs. 93.93 Lacs (Previous year Rs. 95.99 Lacs )

- NIIT (USA) Inc. Rs. 30.25 Lacs (Previous year Rs. 38.86 )

10. Represents Investments made in:

- NEO Multimedia Limited Rs. 70.00 Lacs (Previous year Rs. 290.00 Lacs)

- NIIT Institute of Finance Banking and Insurance Training Limited Nil (Previous year Rs. 405.00 Lacs )

- Evolv Services Limited Nil (Previous year Rs.181.87 Lacs)

- NIIT Institute of Process Excellence Limited Rs. 150.00 Lacs (Previous year Rs. 750.00 Lacs )

11. Loans Given relates to:

- NIIT Institute of Finance Banking and Insurance Training Limited Nil (Previous year Rs. 125.00 Lacs)

- NEO Multimedia Limited Rs. 32.00 Lacs (Previous year Nil)

- NIIT (USA) Inc. Rs. 2,511.85 Lacs (Previous year Rs. 241.10 Lacs)

- NIIT Institute of Information Technology Rs. 200.00 Lacs (Previous year Rs. 1,890.00 Lacs )

- Evolv Services Limited Rs. 155.00 Lacs (Previous year Rs. 13.00 Lacs )

12. Loans Given Received Back relates to:

- NIIT (USA) Inc. Rs. 2,158.88 Lacs (Previous year Rs. 3,361.40 Lacs)

- NIIT Education Society Rs. 35.00 Lacs (Previous year Nil)

- NIIT Institute of Information Technology Rs. 4,603.00 Lacs (Previous year Rs. 1,850.00 Lacs)

- Evolv Services Limited Nil (Previous year Rs. 115.00 Lacs )

13. Loans/ Inter Corporate Deposits Taken from:

- Scantech Evaluation Services Limited Rs. 1,155.00 Lacs (Previous year Rs. 980.00 Lacs)

14. Repayment of Loans/ Inter Corporate Deposits taken:

- Scantech Evaluation Services Limited Rs. 915.00 Lacs (Previous year Rs. 916.00 Lacs)

15. Interest Income from:

- NIIT (USA) Inc. Rs. 158.84 Lacs (Previous year Rs. 300.25 Lacs)

- Hole-in-the-Wall Education Limited Rs. 43.44 Lacs (Previous year Rs. 43.44 Lacs)

- NEO Multimedia Limited Rs. 1.26 Lacs (Previous year Nil)

- NIIT Education Society Rs. 0.55 Lacs (Previous year Rs. 2.80 Lacs)

- Evolv Services Limited Rs. 1.23 Lacs (Previous year Rs. 10.93 Lacs )

- NIIT Institute of Information Technology Rs. 496.32 Lacs (Previous year Rs 629.57 Lacs)

- NIIT Institute of Finance Banking and Insurance Training Limited Rs. 30.60 Lacs (Previous year Rs. 18.60 Lacs)

16. Interest Expenditure includes:

- Scantech Evaluation Services Limited Rs. 116.88 Lacs (Previous year Rs. 127.70 Lacs )

17. Includes transactions for the year with:

- Rajendra S Pawar Rs. 100.43 Lacs (Previous year Rs. 90.06 Lacs)

- Vijay K Thadani Rs. 163.20 Lacs (Previous year Rs. 90.37 Lacs )

- P Rajendran Rs. 108.38 Lacs (Previous year Rs. 126.85 Lacs )

18. Other Expenses includes:

- Renuka Thadani Rs. 7.20 Lacs (Previous year Rs. 6.24 Lacs )

- Veena Oberoi Rs. 4.32 Lacs (Previous year Rs. 4.32 Lacs )

- Pace Industries Private Limited Rs. 4.32 Lacs (Previous year Rs. 4.32 Lacs )

- Donation to NIIT Institute of Information Technology Rs. 715.00 Lacs (Previous year Rs. 150.00 Lacs)

19. Other Income includes:

- NIIT (USA) Inc. Rs. 67.77 Lacs (Previous year Rs. 67.96 Lacs)

- NIIT Antilles N V, Netherlands Antilles Rs. 856.13 Lacs (Previous year Rs. 774.26 Lacs )

- NIIT Institute of Finance Banking and Insurance Training Limited Rs. 170.37 Lacs (Previous year Rs. 133.32 Lacs)

- NIIT Institute of Information Technology Rs. 8.68 Lacs (Previous year Nil)

- NIIT Institute of Process Excellence Limited Rs.78.88 Lacs (Previous year Rs. 42.19 Lacs )

- NIIT Limited, UK Rs. 9.46 Lacs (Previous year Rs. 10.11 Lacs )

- Hole-in-the-Wall Education Limited Rs. 10.14 Lacs (Previous year Rs.8.33 Lacs)

20. Dividend Income includes:

- Scantech Evaluation Services Limited Rs. 832.44 Lacs (Previous year Rs. 782.89 Lacs)

21. Guarantees and Collaterals:

- Element K Corporation, USA Nil (Previous year Rs. 1,124.37 Lacs)

- NIIT Institute of Finance Banking and Insurance Training Limited Nil (Previous year Rs. 100.00 Lacs)

- Hole-in-the-Wall Education Limited Rs. 30.00 Lacs (Previous year Rs. 70.00 Lacs)

- NIIT (USA) Inc. Rs. 7,512.10 Lacs (Previous year Rs. 6,825.52 Lacs)

22. Commitment to support NIIT Institute of Information Technology to meet the shortfall if any in their project.

22. During the Previous year, the Company had disposed off its holding in Aesthetic Technologies Private Limited of 190,627 fully paid up Equity Shares of Rs. 10/- each for a consideration of Rs. 115,000/-. An equivalent amount of gain was recognised as the investment was fully provided for in the earlier years.

23. During the year the Company has paid additional loan of Rs. 200 lacs to NIIT Institute of Information Technology. Subsequent to the Bank withdrawing the subordination requirements on the loan, NIIT Institute of Information Technology has repaid total outstanding loan amounting to Rs. 4,603 Lacs during the year and there is no loan outstanding as on March 31, 2011.

24. During the year, the Company has made further investment in the equity shares of Rs. 10 each in its subsidiary companies as follows:

(i) Rs. 150 Lacs in NIIT Institute of Process Excellence Limited,

(ii) Rs. 70 Lacs in NEO Multimedia Limited (Formerly known as NIIT Multimedia Limited)

25. During the year, the Company has disposed off its complete holding of 10,950,000 fully paid up Equity Shares of Rs. 10/- each in its wholly owned subsidiary NEO Multimedia Limited (Formerly known as NIIT Multimedia Limited ) for a consideration of Rs. 317,584,207/- (Net of Expenses). The amount of Rs. 208,084,207/- has been recognised as Profit on Sale of Investment which has resulted in an increase in profit before tax during the year. After this disposal NEO Multimedia Limited ceases to be a subsidiary of the Company.

26. During the year the company has contributed an amount of Rs. 720 Lacs towards donations including Rs. 715 Lacs (Previous year Rs. 150 Lacs) in the corpus of NIIT Institute of Information Technology, a society registered under the Societies Registration Act, 1860 which is within the overall limits approved by the shareholders. This amount has been as shown as an exceptional item in the Profit and Loss Account.

27. During the Financial year, the Company has been granted approval for setting up unit in Special Economic Zone (‘SEZ). The Company has subsequently started the process of setting up its unit in SEZ, few employees have been recruited in the SEZ unit who are undergoing training. As at end of the financial year, no production or development activities have started in SEZ unit. Production, development and revenue generating activities are expected to start in the first quarter of Financial year 2011-12.

29. The Company had acquired control in Evolv Services Limited (“Evolv”) as on January 15, 2008 and was also issued 359,780 warrants, each warrant entitles to acquire one share of Evolv Services Limited at an exercise price of Rs. 50.55 per share aggregating to Rs. 18,186,879/-. During the Previous year, Company had exercised these warrants to acquire equal number of shares in the share capital of Evolv, this had resulted

into a further increase in proportion of shareholding to 61.15%. The promoters of Evolv have an option to sell (“Put Option”) their remaining shareholding to NIIT Limited at the put option price determined by a price valuer as on the date of exercise of the put option. Similarly, NIIT Limited has the option to purchase (“Call Option”), 83% of the remaining shares of the Sellers shareholding at a call option price determined by price valuer as on the date of exercise of the call option.

30. The Company internally develops software tools, platforms and content/ courseware. The management estimates that this would result in enhanced productivity and offer more technology based learning products/ solutions to the customers in future. The Company is confident of its ability to generate future economic benefits out of the abovementioned assets. The costs incurred during the year towards the development are as follows:

31. The Companys wholly owned domestic subsidiary Scantech Evaluation Services Limited has declared dividend amounting to Rs. 832.44 lacs (Previous year Rs. 782.89 Lacs) in respect of which dividend distribution tax would be paid by the subsidiary. In terms of provisions of sub-section 1A of section 115O of the Income Tax Act 1961, dividend distribution tax payable by the Company, is net of the dividend distribution tax to be paid by the subsidiary company amounting to Rs. 135.04 lacs (Previous year Rs. 133.05 lacs).

32. SEGMENT INFORMATION

Primary Segment Information – Business Segment

The sub businesses are fully aligned to global learning business of the Company and the same are being viewed by the management as a single primary segment, i.e. learning business segment.

Secondary Segment Information – Geographical

33. TAXATION:

(a) Upon finalisation of Income Tax Return of Assessment year 2010-11 an amount of Rs. 31.54 Lacs (Net) has been charged during the year.

(b) During the year the Company has provided for an amount of Rs. 15 Lacs pertaining to Tax Payable as per Norwegian Tax Laws and a similar amount has been reduced from the Tax Expense as the same shall be claimed as a relief under section 90 of the Indian Income Tax Act, 1961.

i. Deferred Tax Assets and Liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws.

ii. Deferred Ta x Asset on Long term capital loss has not been considered in absence of virtual certainty of availability of Long term capital gains.

34. a) Movement of Provision for Doubtful Debts

b) Certain overdue debtors balances aggregating to Rs. 6,768.29 Lacs (Previous year Rs.1,509.10 Lacs) relating to government customers are not provided for based on confirmations/ acknowledgment for services rendered, with the Company. Subsequent to the year end the Company has received an amount of Rs. 2,473.53 Lacs out of the above balance. The management is taking appropriate action for recovery of the amounts and is confident of recovery of the same.

36. LEASES

a) Operating Leases

ii. All other significant operating leases entered into by the Company after March 31, 2001, are cancelable on giving a notice of 1 to 6 months.

* Includes payment in respect of premises for office and employee accommodation

** Includes payment in respect of computers, printers and other equipments

b) Finance Leases

i. Assets acquired under finance lease comprise of Plant & Machinery, Furniture & Fixtures and Software. There are no exceptional/ restrictive covenants in the lease agreements.

38. Previous year figures have been regrouped/ recast to conform to Current year classifications.

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